KC.A Knightscove Media Corp. CL A

KNIGHTSCOVE MEDIA CORP. (TSX VENTURE:KC.A)(TSX VENTURE:KC.B)
(www.knightscove.com) ("Knightscove"), a leading Canadian distributor of family
entertainment, announced today the entering into of a letter agreement to
acquire fifty-one percent (51%) of Toronto-based FDR Media Group Inc. ("FDR
Media Group"), a Canadian diversity-focused media company, broadcasting original
and library HD programming in both Hindi and English (the "Acquisition'). 


The aggregate purchase price for fifty-one percent of the shares of FDR Media
Group (the "Purchased Shares") was set at $1,000,000 (the "Purchase Price"). The
Acquisition is set to be completed on or about September 16, 2011 (the "Closing
Date").


"The acquisition of FDR Media is a major building block in Knightscove's mission
to provide family programming to North America and for world distribution,"
explained Leif Bristow, President and CEO of Knightscove. "With more than
460,000 South Asian families in Canada, and 60% in the greater Toronto area
alone, this represents a unique opportunity for greater market access. Diversity
of programming is a vital factor in our ability to grow as a company." 


This subscription based service will reach the growing segment of this North
American audience base. The new channels will offer shows from the biggest
studios in India. The planned launch in October 2011 promises to be the fastest
growing platform launch to date. Bollywood Times Television, the all-action
dominated channel, and Mehndi, with its modern programming appealing to women,
will, for the first time, feature HD channels to this Canadian audience segment.


Included are blockbuster movies, international films, action-oriented series,
health and fitness shows, lifestyle programs, documentaries, game shows, and a
broad array of shows aimed at attracting more female viewers.


"FDR Media Group is very happy to be a part of Knightscove, a move that will
enable us to build channels that attract larger, diverse audiences, specifically
appealing to Canada's ethnic population, not based on religion or politics,"
noted Ron Maitra, CEO of FDR Media Group. "Over 38,000 hours of new programming
will be introduced with great cross-over appeal." 


The Acquisition follows the recent acquisition by Knightscove of the Ellis
Entertainment library. This purchase added significant programming assets to
Knightscove, particularly Ellis's extensive library of award-winning
productions. A treasure trove of over 600 titles will be available to FDR Media
Group including the evergreen genres of wildlife, children's and history
programming.


Payment of the Purchase Price by Knightscove will be made and satisfied through
the issuance of ten million (10,000,000) units of Knightscove (the "Units"), at
a price per Unit equal to $0.10 with each Unit to consist of: (i) 0.805
Subordinate Voting Shares and 0.195 Multiple Voting Shares in the capital of
Knightscove; and (ii) one-half of one (1/2) license condition warrant (a
"License Condition Warrant") with each whole License Condition Warrant to
entitle the holder thereof to acquire one (1) additional Subordinate Voting
Share at a price of twenty cents ($0.20) per Subordinate Voting Share until the
date that is twelve (12) months from the Closing Date conditional upon FDR Media
Group receiving CRTC approval for one (1) or more new broadcast channel licenses
(the "Licenses"); and (iii) and one-half of one (1/2) carriage condition warrant
(a "Carriage Condition Warrant") with each whole Carriage Condition Warrant to
entitle the holder thereof to acquire one (1) additional Subordinate Voting
Share at a price of thirty cents ($0.30) per Subordinate Voting Share during the
first twelve (12) months following the Closing Date and thirty-five cents
($0.35) per Subordinate Voting Share during the second twelve (12) months
following the Closing Date conditional upon FDR Media Group securing a carriage
agreement for one (1) or more Licenses. Knightscove shall maintain the right to
require the mandatory exercise of all unexercised License Condition Warrants and
Carriage Condition Warrants should Knightscove's Subordinate Voting Shares trade
on the TSX Venture Exchange in excess of seventy-five cents ($0.75) for a period
of twenty (20) trading days. 


Payment of the Purchase Price is contingent upon Knightscove assuming
responsibility for sourcing three million eight hundred thousand dollars
($3,800,000) of working capital of FDR Media Group over a twenty-four (24) month
period to be sourced as follows: (i) five hundred thousand dollars ($500,000)
payable on or before August 15, 2011 (with such amount to be made by Knightscove
in the form of a secured loan to FDR Media Group); (ii) one million dollars
($1,000,000) payable on the Closing Date; and (iii) the balance of two million
three hundred thousand ($2,300,000) payable following completion of the FDR
Media Group acquisition on an as need basis. 


In addition to the above, completion of the FDR Media Group acquisition will be
subject to the approval of the directors of each of Knightscove and FDR Media
Group and the entering into of certain additional definitive agreements with
such agreements to be completed on or before the Closing Date. 


Completion of the FDR Media Group acquisition will thus result in the issuance
of eight million and fifty thousand (8,050,000) Subordinate Voting Shares and
one million nine hundred and fifty thousand (1,950,000) Multiple Voting Shares
in the share capital of Knightscove. In addition thereto, the exercise in full
of the License Condition Warrants and Carriage Condition Warrants will result in
the issuance of an additional ten million (10,000,000) Subordinate Voting Shares
in the share capital of Knightscove. 


The Subordinate Voting Shares, the License Condition Warrants, the Carriage
Condition Warrants and the Subordinate Voting Shares issuable upon the exercise
of such License Condition Warrants and Carriage Condition Warrants will be
subject to resale and escrow conditions and receipt of regulatory approval,
including TSX Venture Exchange approval. 


About Knightscove Media Corp.

Knightscove is a fully integrated entertainment company specializing in the
distribution, creation and financing of live action feature films and television
productions. The Canadian company offers family-friendly third party and
proprietary film and television content through its Knightscove Family Films
brand.

Knightscove Media Corp. CL A (TSXV:KC.A)
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Knightscove Media Corp. CL A (TSXV:KC.A)
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から 6 2023 まで 6 2024