NETWORK MEDIA ANNOUNCES OFFERING OF CONVERTIBLE DEBENTURES AND DEBT SETTLEMENT

NETWORK MEDIA ANNOUNCES OFFERING OF CONVERTIBLE DEBENTURES AND DEBT SETTLEMENT

VANCOUVER, BC, Sept. 26, 2025 /CNW/ - Network Media Group Inc. (TSXV: NTE) (OTC: NETWF) ("Network" or the "Company") announces that it intends to undertake a non-brokered private placement offering of convertible debentures (the "Debentures") to raise gross proceeds of CAD$650,000 (the "Offering"). The principal sum of the Debentures will bear interest at the rate of 12% per annum and will mature on the date that is twenty-four (24) months from the date of issuance.

The principal amount of the Debentures may, at the election of the holders at any time prior to Maturity Date, be converted into shares of the Company (the "Conversion Shares") at a conversion price of CAD$0.50 per Conversion Share. The Debentures and Conversion Shares are collectively referred to herein as the "Securities".

The Offering is subject to certain conditions including, but not limited to, receipt of TSX Venture Exchange approval. The Debentures and Conversion Shares issuable upon the conversion thereof, will be subject to a statutory hold period of four months and one day from the date of issuance. Closing of the Offering is expected to be on or before September 30, 2025.

The Debentures will be offered pursuant to one or more prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 – Prospectus Exemptions. 

The Company is also pleased to announce that it has entered into an agreement to settle CAD$350,000 of outstanding debt (the "Debt") owing to certain directors ("Debtor") of the Company. The Company will issue 1,150,000 common shares (the "Settlement Shares") to the Debtor at a deemed price per share of CAD$0.15 to settle the Debt.

The Settlement Shares will be issued as a non-arm's length transaction as the Debt is owing to certain directors. The Debt Settlement will not result in the creation of a new control person or insider of the Company.

The issuance of the Settlement Shares are subject to the approval of the TSX Venture Exchange (the "TSXV"). The Settlement Shares will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws and the policies of the TSXV.

The issuance of the Settlement Shares to the Debtor constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as provided in sections 5.5(a) and 5.7(1)(a) of MI 61-101, since the fair market value of the Settlement Shares issued, and the consideration paid, does not exceed 25% of the Company's market capitalization.

The Debt Settlement was reviewed and approved by the Company's independent director.

About Network Media Group / Network Entertainment

Network Media Group is the parent company of Network Entertainment Inc.

Network Entertainment is a creatively driven, boutique film, television, and digital content production company that creates, finances and produces award-winning programming for television, digital platforms, and movie audiences around the world.

The Network premium brand of content delivers world-class casts and features visually cinematic, richly crafted storytelling. The Company's productions are consistently embraced by both audiences and critics alike, garnering awards, record ratings, and unparalleled media coverage for Network and its partners.

For additional information, visit: www.networkentertainment.ca

Forward-Looking Information 
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes all statements that are not historical facts, including, without limitation, statements with respect to the details of the Offering, including the proposed size, timing and the expected use of proceeds and the receipt of regulatory approval for the Offering.  Forward-looking information reflects the expectations or beliefs of management of the Company based on information currently available to it.  Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.  These factors include, but are not limited to: the Company may not complete the Offering; the Offering may not be approved by the TSX Venture Exchange; risks associated with the business of the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with the specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and unanticipated events related to health, safety and environmental matters); risks related to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with the Canadian securities regulators.  The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary statement.  The Company does not undertake to update any forward-looking information, except as required by applicable securities laws.

Neither the 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 press release.

SOURCE Network Media Group Inc.