|[April 20, 2012]
JMG Exploration Inc. Signs Non-Binding Letter of Intent to Acquire Ad-Vantage Networks, Inc.
PASADENA, Calif. --(Business Wire)--
The Board of Directors of JMG Exploration Inc., ("JMG" or the "Company")
(OTCBB:JMGE) announced today that the Company has entered into a
non-binding letter of intent to acquire Ad-Vantage Networks, Inc., a
development stage corporation that is engaged in digital advertising
On completion of the proposed transaction:
Ad-Vantage will become a wholly owned subsidiary of JMG Exploration;
JMG will seek to implement a one-for-two reverse stock split:
JMG will extend its three classes of warrants ($4.25, $5.00 and $6.00)
for a period of 18 months from the closing of the transaction;
JMG will cause the officers and directors of Ad-Vantage to become
officers and directors of JMG Exploration; and
JMG will have a board of directors that will consist of five persons,
two of whom will be designated by Ad-Vantage, two by JMG and one
independent director to be mutually designated by the parties.
The acquisition will result in the current stockholders of JMG owning
approximately 12.9% of the Company on a fully diluted basis and the
security holders of Ad-Vantage, together with certain new investors,
option holders and warrant holders owning the balance.
In announcing the prposed acquisition, Justin Yorke, CEO of JMG
commented, "We are very pleased to offer our shareholders the
opportunity to participate in a forward looking technology that
addresses new methods for focused internet Ad delivery."
The transaction is subject to a 90 day due diligence period, the entry
into definitive agreements and other customary conditions. No assurance
can be given that the transaction between JMG and Ad-Vantage can or will
About JMG Exploration:
JMG Exploration, Inc., which was incorporated under the laws of the
State of Nevada on July, 16, 2004, explores for oil and natural gas in
the United States.
Ad-Vantage Networks is a digital advertising technology company that
offers internet access providers with proprietary networks new streams
of revenues. In 2011, Internet advertising revenue in the United States
jumped 22 percent to $31.7 billion setting a record high, and mobile
advertising increased 149 percent to $1.6 billion in 2011.
Ad-Vantage Networks, Inc. is a Delaware corporation incorporated in July
2010 and is headquartered in Glendale, California.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of any securities of JMG in any state in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Forward Looking Statements:
This release contains forward-looking statements. Actual results may
differ from those projected due to a number of risks and uncertainties,
including, but not limited to the possibility that some or all of the
pending matters and transactions considered by the JMG may not proceed
as contemplated, particularly if any conditions to closing are not
satisfied, and by all other matters specified in JMG's filings with the
Securities and Exchange Commission. These statements are made based upon
current expectations that are subject to risk and uncertainty. JMG does
not undertake to update forward-looking statements in this news release
to reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking information. Assumptions and
other information that could cause results to differ from those set
forth in the forward-looking information can be found in the JMGs
filings with the Securities and Exchange Commission, including its most
recent periodic report.
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