Network Media Group Announces Private Placement of Non-Convertible Unsecured Debentures and Management Reorganization

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Vancouver, British Columbia / ACCESSSWIRE / November 3, 2014 / Network Media Group Inc. (TSX-V: NTE) (the "Company"), is pleased to announce that it will undertake, on a non-brokered basis, a private placement of non-convertible unsecured subordinated debentures (the "Debentures") in the aggregate principal amount of Cdn.$1,100,000 (the "Private Placement"). The Debentures bear interest at an annual rate of 8%, payable quarterly, along with a royalty on certain current and future Network productions over the term of the Debentures. The Debentures will only be offered to accredited investors in a minimum investment amount of not less than $50,000. The Debentures will mature on March 31, 2016 (the "Maturity Date"). The Private Placement is subject to final approval by the TSX Venture Exchange (the "TSXV").

Cdn.$800,000 of the net proceeds of the Private Placement will be used to repay Network's existing indebtedness coming due over the next six months and Cdn.$300,000 of the net proceeds will be used to develop new projects.

Robert Pirooz, Network's Executive Chairman, has offered to subscribe for any Debentures which are not subscribed for by third party investors. No other insider of the company will participate in the private placement.

"Network's past collaborations with global icons, their families, and estates, on a host of critically acclaimed and commercially successful feature documentaries has earned the Company the trust of broadcasters and distributors worldwide", said Robert Pirooz, Network's Executive Chairman. "Along with the projects now in production, Network will produce a full slate of new projects in 2015. The funds raised in this issue will enable the Company to advance these productions and settle our indebtedness."

Any subscription for Debentures by Insider Subscribers constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Network, as an issuer listed on the TSXV, is exempt from the formal valuation requirement of MI 61-101. In addition, the Company will rely on an exemption to the minority shareholder approval requirements of MI 61-101 as (A) neither the fair market value of the Debentures to be distributed to, nor the consideration to be received by, Network from Inside Subscribers in connection with the Private Placement will exceed Cdn.$2,500,000, (C) the Company has independent directors who are not employees of Network and who are not participating in the Private Placement and (D) at least two-thirds of such independent directors have approved the Private Placement.

The Debentures issuable under this Private Placement will be subject to a four-month and one day hold period pursuant to applicable securities laws and the rules of the TSXV. There is currently no public market for the Debentures and Network does not intend or undertake to list the Debentures on any public market or exchange.

Further, the Company announces a corporate reorganization which includes the following changes within the organization. Tony Chan has resigned as Chairman after graciously serving in such capacity until a replacement could be found, which occurred when Robert Pirooz was named Executive Chairman. Mr. Chan will continue to serve on the Company's Board of Directors. Donald Gee has resigned as the Chief Financial Officer and as a Director, for health reasons. Wan Jung has resigned as a Director. Mr. Gee and Mr. Jung will remain involved with the Company in other capacities. In light of the corporate reorganization, the Audit Committee will now be comprised of Peter Scarth, Greg Zeschuk, and Paul Gertz. Darren Battersby has been appointed as Chief Financial Officer.

About Network Entertainment

Network Media Group Inc. is an established television and film production company with an award-winning international reputation. Network's productions include the Academy Award shortlisted feature documentary Facing Ali, the feature documentaries I Am Bruce Lee, which set all time ratings records for Viacom, I Am Steve McQueen and I Am Evel Knievel, both of which had their world premieres on Spike TV in 2014, and Stanley's Game Seven, the company's first 3D film. Network's programming has been showcased at marquee film festivals and by broadcasters throughout North America.

Network's past projects and current productions can be viewed at www.networkentertainment.ca

For further information concerning this press release, please email info@networkentertainment.ca

ON BEHALF OF THE BOARD OF DIRECTORS OF

NETWORK MEDIA GROUP INC.

"Derik A. Murray"

Derik A. Murray

Chief Executive Officer and Director

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This press release is not an offer of securities for sale in the United States. The securities of Network referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended or the securities laws of any state. Securities of Network may not be offered or sold in the United States absent registration or an exemption from registration.

Certain statements contained in this release constitute "forward-looking statements" as such term is used in applicable Canadian and US securities laws. Any statements that express or involve predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or that are not statements of historical fact should be viewed as "forward-looking statements". These statements are based upon forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Network to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

In particular, statements (express or implied) contained herein regarding the production of new icon documentaries, repayment of Network's existing indebtedness, placement of Network's Debentures and TSX-V approval of the Private Placement should all be viewed as forward-looking statements.

There can be no assurance that such forward-looking statements will prove to be accurate, as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, shareholders should not place undue reliance on forward-looking statements contained in this release.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and Network undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

 

SOURCE: Network Media Group Inc. 

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