ZoomerMedia Limited Announces Agreement for Sale of Assets of Darwin CX Inc.

TORONTO, May 18, 2020 (GLOBE NEWSWIRE) -- ZoomerMedia Limited (“ZoomerMedia”) (TSXV: ZUM) is pleased to announce today that it has entered into an arm’s length agreement (“Purchase Agreement”) for the sale of substantially all of the assets (“Darwin Assets”) of ZoomerMedia’s wholly-owned subsidiary Darwin CX Inc. (“Darwin”) to New York–based Irish Studio LLC (“Irish Studio”).  Irish Studio has agreed to purchase the Darwin Assets for approximately $7,465,000 (CAD) (“Purchase Price”), of which $700,000 (CAD) was paid to ZoomerMedia in cash concurrently on signing of the Purchase Agreement. The remainder of the purchase price is payable at closing of the transaction in a combination of cash and a promissory note of Irish Studio in the amount of approximately $1,280,000, subject to customary post-closing adjustments.

The Darwin Assets are ZoomerMedia’s proprietary subscription management platform.

The parties anticipate the transaction to close on or around August 17, 2020. The transaction is subject to approval by the TSX Venture Exchange and other customary closing conditions.

About ZoomerMedia Limited (TSXV: ZUM)
Founded in 2008 by Moses Znaimer (Citytv, CP24, MuchMusic, Bravo! etc.), ZoomerMedia is Canada's leading diversified multimedia company devoted to creating content, services and experiences for Canada's largest demographic - "Zoomers" or the 16.2 million Canadians aged 45plus - on all platforms: television, radio, print, digital, and live events. ZoomerMedia’s television properties include VisionTV, Canada’s only multi-faith specialty television service available in 9 million homes; ONETV: Get Fit, a 24-hour fitness and health channel with yoga and exercise programs viewers can do from home; JoyTV in Vancouver, Victoria, Surrey and the Fraser Valley; and FAITHTV, the Nation's Faith Station. ZoomerMedia’s radio properties include The New Classical FM (96.3 FM in the Greater Toronto Area/103.1FM in Eastern Ontario/102.9FM in Southern Georgian Bay), English Canada’s only commercial all-classical music radio service; and Zoomer Radio (AM740 and 96.7FM in Downtown Toronto), playing The Original Greatest Hits. ZoomerMedia also publishes ZOOMER Magazine, the largest paid circulation magazine in Canada for the mature market, everythingzoomer.com - Canada’s leading provider of online content targeting the 45plus demographic, and On The Bay Magazine, a regional lifestyle magazine published quarterly for the 20 towns and villages of Southern Georgian Bay, Ontario. ZoomerMedia's tradeshow division operates The ZoomerShow in Toronto and Vancouver, Canada's largest annual lifestyle expos and consumer shows for the 45plus, and produces Moses Znaimer's 3-day ideaCity conference. Both ZoomerMedia and CARP are located in The ZoomerPlex, a 2.6-acre state-of-the-art production and live event complex in Toronto's Liberty Village. For more information, visit zoomermedia.ca.

About Darwin CX Inc.
Darwin CX is a Toronto technology company that develops enterprise software-as-a-service (SaaS) applications for publishers and membership-based organizations. Designed to replace the legacy technology that serves these industries, the Darwin platform supercharges acquisition and retention through customer experience orchestration, the conductor that keeps various departments and systems aligned on customer intelligence management. As customer expectations continue to change due to digital disruption, the subscription economy is expanding rapidly, doubling between 2000 and 2015 to $480 billion in the U.S. and Canada. Darwin has seized on this opportunity through three design principles that form the heart of the platform: user-centricity, seamless integration, and AI-powered expertise. Supporting that are a suite of tools for marketing (digital experience, customer insights, personalized marketing), commerce (omni-channel, order and data management, financial reporting), and fulfillment (customer support, direct mailings, data integrity).

Media contact:
Leanne Wright
Senior VP, Communications
ZoomerMedia Limited
+1 416-886-6873

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-looking Statements

This press release contains "forward-looking statements". Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding the anticipated closing timeline of the transactions described herein.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:  Economic and financial conditions, including volatility in interest and exchange rates, commodity and equity prices and the value of financial assets, including such volatility caused by the ongoing COVID-19 pandemic, and the ability of the parties to meet the closing conditions including obtaining approval of the TSX Venture Exchange.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.