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Message: ZoomerMedia Limited Announces Exercise of 10,000,000 Warrants

ZoomerMedia Limited Announces Exercise of 10,000,000 Warrants

posted on Dec 31, 2008 09:04AM

ZoomerMedia Limited Announces Exercise of 10,000,000 Warrants by Controlling Shareholder for Total Proceeds of $1,000,000
Wednesday December 31, 11:58 am ET



TORONTO, ONTARIO--(Marketwire - Dec. 31, 2008) - The Board of Directors of ZoomerMedia Limited (TSX VENTURE:ZUM - News) today announced that Olympus Management Limited ("OML") exercised 10,000,000 common share purchase warrants at $0.10 per share for total proceeds of $1,000,000. OML is a private Ontario corporation, owned and operated by noted media entrepreneur Moses Znaimer who is the Chief Executive Officer of ZUM.

ZUM is pleased that its controlling shareholder has made this further investment in working capital which will be used to fund the continued investment in the development of ZOOMER magazine and accompanying Zoomer-branded websites, to ensure that the Company maximizes its share of the growing media expenditures anticipated in 2009 and beyond aimed at the aging baby boomer cohort.

For the purposes of National Instrument 62-103 early warning reporting, the address of OML is 15 Olympus Avenue Toronto, Ontario M6S 1L2. Immediately before the warrant exercise, OML owned 131,000 common shares on a non-diluted basis and 161,000,000 common shares on a fully diluted basis. As a result of the warrant exercise, OML owns (a) 141,000,000 common shares on a non-diluted basis representing 78.1% of the common shares on a non-diluted basis, and (b) 161,000,000 common shares on a fully-diluted basis representing 80.7% of the common shares on a fully diluted basis. Moses Znaimer also owns 63,000 common shares personally and holds management incentive options to acquire 500,000 commons shares. If these holdings are aggregated with the holdings of OML, on a combined basis Moses Znaimer has control and direction over (a) 141,063,000 common shares on a non-diluted basis representing 78.1% of the common shares on a non-diluted basis, and (b) 161,563,000 common shares on a fully-diluted basis representing 81.0% of the common shares on a fully diluted basis. OML has acquired these securities of ZUM for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of ZUM.

The Warrant exercise constitutes a "related party transaction" for the purposes of Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions (the "OSC Rule") as OML is controlled by the President of ZUM, Moses Znaimer. The transaction is exempt from the related party valuation and minority securityholder approval requirements of the OSC Rule on the basis that no securities of ZUM were listed or quoted on any specified markets, such markets specified by the OSC Rule to be the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States.

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