ZoomerMedia Announces Acquisition of Daily Hive

Toronto, Ontario--(Newsfile Corp. - September 12, 2022) - ZoomerMedia Limited (TSXV: ZUM) ("ZoomerMedia") announces that it has completed the acquisition, in trust, of all the shares of Buzz Connected Media Inc. ("Buzz"), owner and publisher of Daily Hive, the leading digital source for local news, culture, and what's happening in Western Canada. Daily Hive is the dominant player in Vancouver, Edmonton and Calgary, and also publishes local content in Toronto and Montreal. The new combination of blogTO (acquired in January) and Daily Hive creates the largest Millennial and Gen Z focused media platform in Canada, and provides ZoomerMedia a national audience that is unrivaled in terms of demographic, online and social media reach and engagement. The transaction is closed in trust, pending only the approval of the TSX Venture Exchange.

The aggregate purchase price of $16.4M is comprised of $6 million in cash, a $5 million promissory note, issuance of $3 million in ZoomerMedia preference shares at the deemed price of $0.15 per share and assumption of Buzz's $2.4 million outstanding debt obligation. The cash payment for this acquisition will be funded fully via ZoomerMedia's cash on hand, with no external financing. The purchase price is subject to standard post-closing working capital adjustments which could result in additional consideration to be paid to the vendors.

Founded in 2008, Daily Hive is a leading local digital publisher in Canada with 24 million page views per month and 3.2 million followers across Instagram, TikTok, Facebook, and Twitter.

"In aggregate this acquisition will take us to 660 million+ page views a year, propelling us to the top spot for social media engagement in Canada," says ZoomerMedia Founder and CEO Moses Znaimer. "Stay tuned for announcements regarding new digital products."

"As I said when we acquired blogTO, I'm a strong believer in the local. Zoomer Radio and Classical FM already bring local news and life to the older demos. blogTO, and now Daily Hive, do that for the younger cohorts. Combined, they make an unparalleled offering, for the public as well as the advertiser."

"When Moses shared his digital vision for Canada, I knew that joining Zoomer was the next step in Daily Hive's journey," says Karm Sumal, Co-founder and CEO of Daily Hive. "The chance to work with a Canadian legend and pioneer of local media is an opportunity we were not going to pass up. In our combined sights now are the biggest players in the country."

Manny Bahia, Co-founder and CRO of Daily Hive firmly believes that, "Integrating blogTO into our Sales infrastructure arms us with an industry-leading and well-served Canadian digital audience that will deliver incredible value to any prospective advertiser. Our team is eager to sell a larger suite of products and work with a wider spectrum of clients. I personally look forward to working with and learning from Dan Hamilton, CRO of ZoomerMedia."

Key transaction benefits for ZoomerMedia

  • ZoomerMedia becomes the largest under-45, Millennial and Generation-Z, audience platform in Canada, and the go-to destination for clients and partners looking for a full spectrum of generational coverage;
  • Brings into ZoomerMedia Western Canada's largest digital publisher with leading audience market share and a demonstrated history of audience and revenue growth;
  • Adds 275 million+ page views a year onto a current base of 410 million page views; a +175% increase in page view inventory;
  • An additional 3.2 million followers added to the ZoomerMedia portfolio;
  • Daily Hive's inhouse full service branded digital content studio, Hive Labs, accelerates client executions and brings into ZoomerMedia an established sales delivery team;
  • Material revenue and cost synergies expected from audience integration, cross-selling and multi-platform offerings in online, radio, TV, print and live shows and conference products.

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Buzz Connected Media financial highlights:

  • Buzz recorded unaudited revenues of approximately $7M and $5.5M for its years-ended 2021 and 2020 respectively in its non-consolidated financial statements at June 30, 2021.
  • Buzz records internally-prepared unaudited results for the year ended June 30, 2022 which includes approximately $2.5M in total assets, $1M in total liabilities, $7.5M in total revenues, $7.3M in total expenses, resulting in approximate earnings before interest, taxes, depreciation and amortization of $625K.

Other important transaction highlights:

  • The terms of the transaction are governed by a share purchase agreement entered into today, September 12, 2022
  • The transaction is arm's length, and there will be no change of control or control person of ZoomerMedia Limited that will be created as a result, nor is the transaction subject to shareholder approval
  • The securities issued in this transaction are subject a statutory four month restricted period commencing on the date hereof
  • There are no finder's fees payable in connection with the transaction

About ZoomerMedia Limited (TSXV: ZUM)

Founded by television and media icon Moses Znaimer in 2008, ZoomerMedia Limited is a multimedia company devoted to creating content, services and experiences for Canada's most powerful audiences: the 17.2 million people aged 45-plus aka "Zoomers", and the 13.7 million Millennials and Gen Zs, coincidentally also called "Zoomers", who follow in their footsteps.

ZoomerMedia operates 5 TV, 2 Radio, 3 Print, 3 Live Event, and 15 Digital properties including the newly acquired youth-friendly local news and lifestyle digital publication blogTO. ZoomerMedia produces original TV, Radio, and Podcast programming, offers clients creative audio and video production services, and bespoke events on site at its 2.6 acre complex in Toronto's Liberty Village.

For specific ZoomerMedia property names and focus, please see below.

ZoomerMedia's Television properties include: VisionTV, available in 7.5 million households is Canada's home for British comedy and drama series, plus uplifting movies, music, news, and multi-cultural and multi-lingual faith programming; ONETV: The Exercise & Entertainment Channel, combines original yoga, pilates, tai chi, and cardio fitness series with British serial soaps, dramas and American movies; JoyTV in Vancouver, Victoria, Surrey and the Fraser Valley, and FAITH TV in Winnipeg are devoted to broadcasting Christian, multi-faith, and local content.

ZoomerMedia's Digital properties include: blogto.com, Canada's unrivalled local publisher across digital and social media platforms, bringing in 8 million monthly active users, and over 360 million page views annually; and EverythingZoomer.com, Canada's leading provider of online content targeting the 45-plus.

ZoomerMedia's Radio properties include: The New Classical FM, Canada's only commercial all classical music radio station broadcasting over three frequencies in a unique regional Ontario network: 96.3FM CFMZ-FM Toronto (GTA), 103.1FM CFMX-FM Cobourg (Eastern Ontario), and 102.9FM CFMO-FM Collingwood (Southern Georgian Bay); and Zoomer Radio, The Original Greatest Hits, the biggest broadcast footprint in Canada also reaching 28 American States, and broadcasting simultaneously both in AM and FM in Toronto (740AM CFZM-AM and 96.7FM CFZM-FM).

ZoomerMedia's Print properties include: ZOOMER Magazine, the Company's flagship magazine and Canada's largest paid circulation magazine for the 45-plus market; On The Bay Magazine, a dominant regional lifestyle magazine published quarterly for the 20 towns and villages of Ontario's Southern Georgian Bay; and Tonic Magazine, a regional health and wellness magazine published bi-monthly and distributed across the City of Toronto.

ZoomerMedia's Tradeshow and Conferences include: The ZoomerShow, annual lifestyle expos in Toronto and Vancouver, and Moses Znaimer's ideaCity conference which presents the "Smartest People with The Biggest Ideas".

About Buzz Media Inc.

Buzz Connected Media Inc., dba Daily Hive, is the leading digital local news source for Vancouver, Calgary, Edmonton, Toronto and Montreal. From its humble origins in 2008, Daily Hive has grown to be an entire generation's go-to trusted source for restaurant, sports, real estate, event and local breaking news. Across site and social, Daily Hive is one of the most trafficked and followed news brands in Canada, with over 3.1 million followers across Instagram, TikTok, Facebook, Linkedin and Twitter. In the month of July 2022 alone, the site generated more than 26 million page views, reached over 9.5 million users, and recorded nearly 300 million views on its content - validating its position as the dominant platform in Western Canada. Daily Hive also has a well-respected in-house branded content studio, Hive Labs. The company is based in Vancouver, with staff located in Vancouver, Calgary, Edmonton, Toronto and Montreal.

Media contact:
Leanne Wright
Senior VP, Communications
ZoomerMedia Limited
+1 416-886-6873
leanne@zoomer.ca

Neither the 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.

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.

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