On April 26, 2007 the Board of Directors of Fifty-Plus.Net International Inc.
(TSX VENTURE:FPN) announced that FPN entered into a letter of intent dated April
26, 2007, to acquire certain media assets which were synergistic with its online
media business, if and when certain third party conditions were satisfied. Those
conditions have now been satisfied, and FPN is now able to provide details of
the proposed transaction.


Under the proposed transaction, Olympus Management Limited ("OML") will acquire
control of FPN by providing cash and vending in certain assets. OML is a private
Ontario corporation, owned and operated by noted media entrepreneur Moses
Znaimer.


Mr. Znaimer is currently Chairman/Executive Producer of Classical 96.3 FM and
101.3 FM radio, Toronto, and President/Executive Producer of MZTV, a boutique
television production and distribution company in Toronto. He was co-founder,
President and Executive Producer of Citytv, MuchMusic, Bravo!, Space and
Canadian Learning Television, as well as many other local stations and national
specialty TV channels in Canada and around the world.


The transaction has three components:

1. OML will subscribe for and FPN will issue to OML 30 million units at a
purchase price of $0.10 per unit for aggregate gross proceeds of $3.0 million.
Each unit will consist of one common share and one share purchase warrant,
exercisable at $0.10 per common share for three years. Proceeds of this private
placement will be applied to growth and improvement of operations, as well as
new business development.


2. OML will transfer to FPN a 66.7% interest in Kemur Publishing Company
Limited, publishers of CARP Magazine, in consideration for the issuance to OML
by FPN of 30 million common shares of FPN, valued at $0.10 per share, for a
total value of $3.0 million. CARP Magazine, produced on behalf of CARP, Canada's
Association for the Fifty-Plus, is published nine times a year and has a
circulation of approximately 190,000.



3. OML will transfer to FPN certain marketing rights related to the right, title
and interest held by CARP in its business name, trademarks and other
intellectual property rights, in consideration for the issuance to OML by FPN of
71 million common shares valued at $0.10 per share for a total value of $7.1
million.


Coincident with the closing of this transaction, FPN will also acquire the
remaining 33.3% interest in Kemur Publishing from the Morgenthau family,
founders of CARP, in consideration of the issuance by FPN of 12.5 million common
shares of FPN valued at $0.10 per share for a total value of $1.25 million.


The effect of the transaction will be to consolidate under FPN both the online
and offline media currently associated with CARP and published on behalf of
CARP. These will be complemented by FPN's other online publishing assets,
including www.50plus.com and five electronic newsletters.


Members of the Morgenthau family own 1068265 Ontario Limited, which currently
holds 9,200,000 common shares of FPN representing 34% of the 27,038,803 common
shares currently outstanding. Accordingly, this aspect of the proposed
transaction is non arm's length and will be subject to related party transaction
rules or exemptions prescribed by applicable securities laws and stock exchange
policies. Eric L. Vengroff, President, director and Chief Executive Officer of
FPN, is related to the Morgenthau family and abstained from consideration and
approval of the proposed transaction by the Board of Directors of FPN.


FPN currently has 27,038,803 shares issued and outstanding and 4,365,000 shares
subject to issuance pursuant to common share purchase warrants and options
exercisable at $0.10 per share. As a result of this acquisition, FPN will have
an aggregate of 170,538,800 common shares issued and outstanding and 34,365,000
common shares subject to issuance at $0.10 per share. On a non-diluted basis,
OML will own 131,000,000 common shares representing 76.8% of the issued and
outstanding common shares.


Upon completion of the transaction, Moses Znaimer will be appointed as President
and CEO of FPN. Eric Vengroff and David Cravit will be appointed as Executive
Vice Presidents, and Gordon Poland will be appointed as Chief Financial Officer.
Eric Vengroff and David Cravit are currently officers of FPN. Gordon Poland is
currently an officer of Kemur Publishing.


Completion of the transaction is subject to a number of conditions, including
but not limited to acceptance by the TSX Venture Exchange and disinterested
shareholder approval. The transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the transaction
will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be released in connection with the transaction, any information
released or received with respect to the transaction between FPN, OML and the
Morgenthau family may not be accurate or complete and should not be relied upon.
Any trading in the securities of FPN should be considered highly speculative.


Trading in the shares of FPN has been halted by the TSX Venture Exchange and
trading will not resume until such time as the TSX Venture Exchange has
completed customary file review and due diligence procedures. Management of FPN
does not anticipate that trading in the shares of FPN will resume until the
proposed transactions are completed or abandoned.


The TSX Venture Exchange has not passed on the merits of the proposed transactions.

Further announcements as to the details, timing and progress of the proposed
transactions will be made as developments occur.


About Fifty-Plus.Net International Inc.

Fifty-Plus.Net International Inc. (FPN) operates as The 50Plus Group, Canada's
leading provider of online content targeting the 50+ age group. Altogether, the
50Plus Group's portfolio of web sites and electronic newsletters delivers over 2
million pages views per month. The key property is www.50plus.com, delivering a
wide range of information, entertainment, community (forums, dating, blogs) and
commerce together with four electronic newsletters (health, money, travel,
lifestyle), each of which has over 120,000 opt-in subscribers.


The 50Plus Group also produces and manages www.carp.ca, the online home of CARP,
Canada's Association for the Fifty-Plus. With almost 400,000 members, CARP is
Canada's largest association for the 50+. In addition, The 50Plus Group has
recently launched www.nomorewaiting.info, a web site focusing on CARP's advocacy
campaign, "No More Waiting," which aims to influence governments to improve
health care performance. The 50Plus Group also produces CARP Action Online, an
electronic newsletter for CARP members.


The 50Plus Group has a strategic alliance with Decima Research, to develop
original research on the 50+ market, its demographics, psychographics and
purchasing behavior.


Cautionary note on forward-looking statements

Certain statements made in this release are "forward-looking statements" which
may include, without limitation, any statement that may predict, forecast,
indicate or imply future results, performance or achievements, and may contain
the words 'believe,' 'anticipate,' 'expect,' 'estimate,' 'project,' 'will be,'
'will continue,' 'will likely result' or similar words or phrases.
Forward-looking statements involve risks and uncertainties, which may cause
actual results to differ materially from the forward-looking statements. The
risks and uncertainties are detailed from time to time in filings by
Fifty-Plus.Net International Inc. with provincial securities commissions. New
risk factors emerge from time to time and it is not possible for management to
predict all such risk factors, nor can it assess the impact of all such risk
factors on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.


Fifty-Plus.Net International Com Npv (TSXV:FPN)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024 Plus de graphiques de la Bourse Fifty-Plus.Net International Com Npv
Fifty-Plus.Net International Com Npv (TSXV:FPN)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024 Plus de graphiques de la Bourse Fifty-Plus.Net International Com Npv