|
Lingo Media Announces $5 Million Investment From Orascom Telecom
(Marketwire Via Acquire Media NewsEdge) TORONTO, ONTARIO, August 26 / MARKET WIRE/ --
Lingo Media Corporation (TSX VENTURE: LM)(OTCBB: LMDCF) ("Lingo Media" or the "Company") a leader in online and print-based English language learning products in China is pleased to announce the terms of a non-brokered private placement financing (the "Financing") of $5,000,000 by Orascom Telecom Holding S.A.E. (ORTEq.L, OTLD LI, ORTE.CA, ORAT EY) ("Orascom Telecom"). Orascom Telecom is a subsidiary of Weather Investments S.p.A, a leading international telecommunications company offering mobile, fixed, internet and international communication services to over 90 million subscribers in Algeria, Bangladesh, Egypt, Greece, Italy, Pakistan and Tunisia and has acquired in early 2008 a license to operate mobile services in North Korea.
The Financing will consist of the issuance of 2,857,143 special warrants ("Special Warrants") at a price of $1.75 per Special Warrant for gross proceeds of $5,000,000. Each Special Warrant is convertible for no additional consideration into units ("Units"), with each Unit consisting of one common share ("Common Share") and three-quarters (0.75) of one share purchase warrant ("Warrant").
Each whole Warrant is exercisable to acquire one further Common Share for a period of 24 months from the Closing Date (as defined below): (i) at a price of $4.00 for a period of 12-months from the Closing Date, (ii) at a price of $6.00 per Common Share if exercised between 12-18 months from the Closing Date, and (iii) at a price of $8.00 per Common Share if exercised between 18-24 months from the Closing Date. The Warrants are callable, 120 days after the Closing Date, at the option of Lingo Media, in the event the Common Shares of the Company trade at or over 50% above the strike price of the Warrant for 10 consecutive trading days.
Upon the automatic conversion of the Special Warrants into Units, Orascom Telecom will become a new control person of Lingo Media, holding 22.96% of the issued and outstanding Common Shares of the Company (or 34.28% on a fully diluted basis). Pursuant to applicable securities laws and TSX Venture Exchange rules regarding new control persons, the Company will seek shareholder approval of the Financing ("Shareholder Approval") at its annual and special meeting scheduled for October 14, 2008.
Lingo Media anticipates that payment and delivery of the Special Warrants (the "Closing") will occur on or about September 9, 2008, or such other date as may be determined by the Company and Orascom Telecom ("Closing Date"). At Closing, the Special Warrants will be deposited with an escrow agent and the gross proceeds of the Financing (the "Escrowed Funds") will be deposited in escrow in an interest bearing account. The Special Warrants will only become convertible, and the Escrowed Funds will only be released from escrow, one business day following the date (the "Shareholder Approval Date") Lingo Media receives Shareholder Approval.
In the event the Shareholder Approval Date does not occur by 5:00 p.m. on the date that is four months and one day from the Closing Date, the Company will repurchase the Special Warrants issued to Orascom Telecom at a purchase price equal to $1.75 per Special Warrant and the interest earned on the Escrowed Funds.
Lingo Media will pay a Finders Fee of 7% of the gross proceeds raised under the Financing and will also issue Compensation Warrants equal to 6% of the total number of Special Warrants issued, exercisable to acquire Common Shares at $2.00 per share for a period of 12 months from the Closing Date.
The proceeds from the Financing will be used for on-going development, maintenance and operation of Lingo Media's Speak2Me web portal and for general working capital purposes.
All securities issued pursuant to the Financing have a four-month hold period from the Closing Date. The Financing is subject to TSX Venture Exchange acceptance of requisite regulatory filings.
About Orascom Telecom
Orascom Telecom is a leading international telecommunications company operating GSM networks in six high growth markets in the Middle East, Africa and South Asia, having a total population under license of approximately 450 million with an average mobile telephony penetration of approximately 41% as of March 31st, 2008. Orascom Telecom operates GSM networks in Algeria ("OTA"), Pakistan ("Mobilink"), Egypt ("Mobinil"), Tunisia ("Tunisiana"), Bangladesh ("Banglalink"), Zimbabwe ("Telecel Zimbabwe"), and has acquired in early 2008 a license to operate mobile services in North Korea. Orascom Telecom had over 74 million subscribers as of March 31st, 2008.
Orascom Telecom is traded on the Cairo & Alexandria Stock Exchange under the symbol (ORTE.CA, ORAT EY), and on the London Stock Exchange its GDR is traded under the symbol (ORTEq.L, OTLD LI).
About Lingo Media (TSX VENTURE: LM)(OTCBB: LMDCF)
Lingo Media is a diversified education products and services corporation.
In China, Lingo Media through its wholly-owned subsidiary Speak2Me Inc. ("Speak2Me"), a new media company, focuses on interactive advertising via its Internet-based English Language Learning portal. Speak2Me offers a proprietary and groundbreaking online service designed to address the rapidly growing need for conversational English learning around the world. Using robust speech recognition technology, Speak2Me provides more than 250-targeted language lesson modules involving interactive conversations with a virtual teacher. A unique social-network infrastructure also allows students to form study groups, creating an environment that, along with contests and prizes, engenders co-operation and competition, just as in a conventional classroom. Beta launched in March 2008 in China - the largest market in the world for English Language Learning - Speak2Me is a free, advertising-based portal and is available at www.speak2me.cn.
In China, Lingo Media continues to expand its legacy business via its subsidiary Lingo Learning Inc. ("Lingo Learning") is a print-based publisher of English Language Learning programs in China since 2001. Lingo Learning has an established presence in China's education market of 200 million students. To date, it has published 219 million units from its library of more than 300 program titles in China.
In Canada, Lingo Media focuses on early childhood cognitive development, through its subsidiary A+ Child Development Ltd., ("A+") which distributes educational materials along with its unique curriculum. A+ has been operating in Canada for over ten years through its four offices in Calgary, Edmonton, Toronto and Vancouver. Lingo Media plans to introduce A+'s learning system and products to parents of pre-school children in China.
Portions of this press release may include "forward-looking statements" within the meaning of securities laws. Forward-looking statements contained in this press release are made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve certain risks and uncertainties. Actual results may vary materially from management's expectations and projections and thus readers should not place undue reliance on forward-looking statements. Certain factors that can affect the Company's ability to achieve projected results are described in the Company's filings with the Canadian and United States securities regulators available on www.sedar.com or www.sec.gov/edgar.shtml.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
Contacts:
Lingo Media
Michael Kraft
President & CEO
(416) 927-7000 ext. 23 or Toll Free: 1-866-927-7011 ext 23
(416) 927-1222 (FAX)
Email: investor@lingomedia.com
Website: www.lingomedia.com
Copyright ? 2008 Marketwire
[ Back To TMCnet.com's Homepage ]
|
INDUSTRIES
Activate Email 
Find Solutions for Enterprises, SMBs & Service Providers at the INTERNET TELEPHONY Conference and EXPO East, January 20-22, 2010. Miami, FL.
