NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, February 15, 2012- Network Media Group Inc. (TSX-V: NTE) (the "Company"), is pleased to announce that further to its press releases of December 7, 2012, and December 21, 2012 it has closed the second tranche of a non-brokered private placement (the "Offering") of convertible debentures (the "Debentures") in the aggregate principal amount of $60,000. The Debentures are due to mature on February 8, 2015 and are convertible into common shares in the capital of the Company (the "Shares") at a price of $0.15 per Share. The Debentures bear interest at 8% per annum, calculated and paid semi-annually.
Upon conversion of the entire principal amount of the Debenture, any accrued and unpaid interest will be paid in Shares at a deemed price equal to the greater of (i) the last closing price of the Shares on the TSX-V (or other Canadian stock exchange on which the Shares are listed) on the date of the conversion, and (ii) $0.15 per Share. In the event that only part of the principal amount of the Debenture is converted into Shares, any accrued and unpaid interest will remain payable on the date of maturity.
All securities issued in connection with the closing of the second tranche are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The net proceeds from the Offering will be used by the Company for general working capital and corporate purposes.
For further information concerning this press release, please email [email protected]
ON BEHALF OF THE BOARD OF DIRECTORS OF
NETWORK MEDIA GROUP INC.
"Derik A. Murray"
Derik A. Murray
Chief Executive Officer and Director
Neither 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.
FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date such statements were made. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.