Savers Plus International Inc.

Savers Plus International Inc.

December 20, 2006 10:42 ET

Savers Expanding Relationship with US Based No Good Television Network

Savers to secure additional territories with investment in NGTV

TORONTO, ONTARIO--(CCNMatthews - Dec. 20, 2006) - Savers Plus International Inc. ("Savers" or the "Company")(TSX VENTURE:SAV) announced that the company has negotiated an extension to its relationship with Beverly Hills, California based entertainment company NGTV ( pursuant to an investment, by the company, of $2.0 to $2.3 Million USD in a 12% Junior Secured Convertible Debenture, prior to NGTV receiving regulatory approval for listing on the AMEX stock exchange. Savers has already received third party commitment for funding of this strategic investment.

The strategic investment will allow Savers to extend its deal with NGTV for an additional two (2) years, with certain renewal options and rights of first refusal covenants, for a total term of five (5) years. In addition to Canada, and rights to expand to the UK and Europe, the transaction will provide Savers with the ability to extend its rights, on a first right of refusal basis, to include China, Asia, the Pacific Rim countries and Australia.

In the initial letter of intent announced on November 9, 2006, Savers had negotiated a three (3) year agreement with the rights to insert advertising and marketing initiatives into the NGTV broadband platform for Canadian users, right to solicit and market wireless use of NGTV content to wireless providers in Canada and certain other rights of refusal for the UK and Europe through mid 2007.

Savers has agreed to invest, subject to completion of definitive documents and approval by the Board of Directors of both companies, and the TSX Venture Exchange, a minimum amount of $2 Million USD to a maximum amount of $2.3 Million USD. Savers will invest on the basis of receiving a one (1) year Junior Secured Debenture bearing 12% interest per annum, and a conversion provision at 50% of the IPO offering price in the event NGTV goes public. In the event that NGTV does not go public within one year, the Company will be repaid by NGTV with any accrued interest. NGTV is in the midst of regulatory approval for listing on the AMEX stock exchange. The investment by Savers in NGTV will be structured to comply in all respects with Regulation S of the US Securities and Exchange Act of 1933, as amended.

Savers has received a commitment, subject to regulatory approval, from a Toronto based private equity fund to finance the entire amount of the investment through a special purpose company. Savers will provide the private equity fund with a convertible debenture, which will mature on or about December 31, 2008, carry a ten percent (10%) interest rate, and have the ability to convert to common shares of the Company at $0.28 CDN each. In addition, each convertible $1,000 CDN debenture unit will have attached 3,333 common share purchase warrants, valid for 24 months from the time of closing, with an exercise price of $0.40 CDN. The common share purchase warrants will be issued immediately upon closing of the private placement, and will not require the investor to convert the principal of the convertible debenture to common shares. The private equity fund will also receive, in the event of the conversion of Savers debenture in NGTV, a portion representing 15% of the converted stock from the debenture. Both Savers and the private equity fund will be subject to any restrictions placed on the issued discounted NGTV public stock.

This financing is being marketed concurrently with the debenture announced on November 2, 2006 in which the company has already closed $405,000 CDN on November 30, 2006. The remaining debenture amount will continue to be offered on the same terms.

The amendment coincides with the beta launch of Savers' new digital content platform Eye Rock ( which provides viewers with a wide selection of professionally produced content including extreme sports, wrestling, cover girl material, entertainment and more.

"Savers is excited to be able to extend its opportunities with NGTV to include opening new territories and developing a closer working relationship. We believe that the future of broadcasting includes providing advertisers and marketers with unique Broadband, Wireless and IPTV solutions to reach their intended audience in an efficient and effective manner. Our agreement with NGTV would allow Savers to capitalize on the public's demand for unique entertainment content and to partner with advertisers that want to reach this market," said Mr. David Lucatch, CEO of Savers Plus International Inc.

About No Good TV

No Good TV will be the first and only premium television and broadband video network delivering uncensored celebrity-based programming to a core-demographic of males and females 18-34. NGTV's programming consists of over a dozen original series with each individual episode running 4 to 5 minutes. On-air hosts Carrie Keagan, Kimberly M. and Shark Firestone represent a new wave of sexy, exciting talent and guide viewers through the "No Good" experience. The network covers all genres of film, music and television and boasts a guest list of the hottest stars.

About Eye Rock Digital

Eye Rock Digital is a leading edge provider of video on demand, digital content, distribution, advertising and production. Eye Rock Digital aggregates and creates digital content aimed at the young, hip and technologically savvy young adult market. Eye Rock Digital develops programming for simultaneous delivery over broadband and wireless platforms.

About Savers Plus International Inc.

Savers Plus International Inc. and its divisions, provide proprietary programs for clients to build Brand, Loyalty and Revenues. Working with industry leading firms in the financial sector, real estate, insurance, gaming, media, telecommunications, entertainment, travel, automotive and services sectors, Savers initiates proprietary business building solutions that increase customer activity and strengthen customer-vendor relationships.

Savers maintains a fully integrated creative, web, technology and graphics production facility to service its growing client base, and works with company owned and managed systems with vendors throughout North America and Europe. Savers has developed proprietary technologies for managing these programs and manufacturing its offerings.

Savers Plus International Inc. is headquartered in Richmond Hill, Ontario, Canada. Its shares trade on the TSXV (symbol:SAV).

This news release contains forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not undertake any duty to update any forward-looking statements.

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