SearchMedia Announces Final Settlement on Arbitration; Management Change

SearchMedia Holdings Limited

today announced that it reached a final settlement agreement of the arbitration between the Company and its predecessor shareholders and announced the appointment of Peter Chan as Interim Chief Financial Officer. As disclosed in previous announcements, final settlements had been reached with China Seed Ventures, LP, Qinying Liu and Le Yang, and a conditional settlement had been reached with Deutsche Bank AG Hong Kong Branch, while an arbitration claim had been continuing against Sun Hing Associates Ltd. and Vervain Equity Investments Limited. SearchMedia has now reached final settlements with both Deutsche Bank and the Nan Fung Group and the arbitration proceeding will be dismissed. In addition, SearchMedia previously reached a final agreement with Linden Ventures II BVI Ltd., a pre-merger investor, in which SearchMedia repurchased all of their outstanding shares. Following the definitive settlements, an aggregate of 2,471,968 shares have been repurchased by the Company at an average price per share of $0.25, (ii) 2,029,700 shares will be surrendered and cancelled without consideration, and (iii) 1,624,993 warrants will be surrendered and cancelled without consideration. Following the retiring of all of the shares, the Company's basic shares outstanding will be reduced to 18.2 million, including 1.8 million shares recently issued or to be issued to subsidiaries of the Company as part of resolving earnout obligations. As part of the final settlement, the Nan Fung Group will retain all of their shares and agreed to make an investment in the Company's next capital raise subject to certain conditions.