ZoomerMedia Limited Agrees to Purchase all Television Assets of VisionTV and $17.6 Million Private Placement with Fairfax Financial Holdings Limited

• Press Release
• Source: ZoomerMedia Limited
• On Monday June 15, 2009, 10:45 am EDT

TORONTO, ONTARIO--(Marketwire - June 15, 2009) - ZoomerMedia Limited ("Zoomer") (TSX VENTURE:ZUM - News) today announced that it has entered into an agreement with the VisionTV: Canada's Faith Network/Reseau Religieux Canadien ("VTV") to purchase:

(a) the assets and undertakings of the business of VTV used exclusively and predominantly in connection with VTV's ownership and operation of the Canadian specialty television programming service known as and operating under the name "VisionTV";

(b) all of the issued and outstanding shares in the capital of Christian Channel Inc. ("CCI") owned by VTV, with the primary assets owned by CCI being the CRTC licenses for the television programming undertakings CHNU-TV Fraser Valley and CIIT-TV Winnipeg, also known respectively as "Joytv 10" and "Joytv 11"; and

(c) all of the issued and outstanding shares in the capital of Vision TV Digital Inc. ("VTVDI") owned by VTV, with the primary asset owned by VTVDI being its 47.22% ownership interest in ONE: The Body Mind and Spirit Channel Inc., being the holder of the CRTC license for an English language Category 1 specialty television service known as ONE: The Body Mind and Spirit Channel ("One").

VTV's interest in Vision TV International Inc., a production and distribution co-venture between VTVDI and Ellis Entertainment Corporation, and the VisionTV Foundation are excluded from this transaction.

Zoomer has agreed to purchase the Purchased Assets for an aggregate purchase price of $25 million. The purchase price will be paid at closing through the payment to VTV of $14 million in cash and $11 million by way of a promissory note payable over 10 years at an interest rate of 7% per annum in blended monthly payments.

Zoomer also today announced that it has entered into an agreement with Fairfax Financial Holdings Limited ("Fairfax") whereby Fairfax has agreed to subscribe for and Zoomer has agreed to issue to Fairfax, on a private placement basis, 176 million common shares of Zoomer at a price of $0.10 per share. Fairfax is listed on the TSX and the NYSE and trades under the symbol FFH.

The investment by Fairfax is subject to a number of conditions including, amongst other things, the completion of the acquisition of VTV's assets including VTV's shares in CCI and VTVDI and the sale to Zoomer of several media and real estate assets currently owned directly or indirectly by Zoomer's President, Chief Executive Officer and majority shareholder, Moses Znaimer. These assets (the "MZ Assets") include:

(a) all of the issued and outstanding shares in the capital of MZMedia Inc. ("MZMI"), with the primary assets of MZMI being the CRTC licenses for the radio undertakings CFMZ-FM, the New Classical 96.3 FM and 103.1 FM and CFZM, Zoomer Radio AM740;

(b) all of the issued and outstanding shares in the capital of MZTV Production and Distribution Inc. ("MZTV P&D"), with the primary assets of MZTV P&D being a television production and distribution business;

(c) all of the issued and outstanding shares in the capital of Zoomer Management Limited ("Zoomer2"), with the primary assets of Zoomer2 being the management services operation providing creative, production, communications and financial administration services to a variety of companies;

(d) all of the assets and undertakings of the business used exclusively and predominantly in connection with the operation of the annual Canadian conference known as and operating under the name "ideaCity"; and

(e) an office building situated on 2.6 acres of commercial property in downtown Toronto, known municipally as 64 Jefferson Avenue, Toronto Ontario.

The proposed terms for the acquisition of all of the MZ Assets include the issuance to Olympus Management Limited ("OML"), a company controlled by Moses Znaimer, of 260 million common shares of Zoomer issued at a price of $0.10 per share and cash consideration of $4 million. At the time of closing, OML intends to also exercise warrants to acquire 20 million common share of Zoomer at a price of $0.10 per share. The purchase by Zoomer of the MZ Assets will be reviewed on behalf of Zoomer by an independent committee of the Board of Directors of Zoomer.

Upon closing of all of the foregoing transactions, OML will own 421,063,025 million common shares of Zoomer, representing 66% of the total common shares outstanding at the time of closing.

Upon closing of all of the foregoing transactions, Fairfax will own 176 million common shares of Zoomer representing 28% of the total common shares outstanding at the time of closing. The gross proceeds received from Fairfax of $17.6 million will be used to finance the acquisition of the VTV assets and for general corporate purposes. Zoomer understands that Fairfax has subscribed for the common shares for investment purposes and may purchase additional common shares of Zoomer from time to time in accordance with applicable laws. A copy of the early warning report filed by Fairfax pursuant to applicable Canadian securities laws may be obtained on SEDAR or by contacting Paul Rivett, Vice President and Chief Legal Officer of Fairfax, at 416-367-4941.

The completion of the acquisition of the assets from VTV and the acquisition of MZMI are subject to CRTC approval. The completion of all of the acquisitions described above is subject to shareholder approval, TSX Venture Exchange approval and to the extent any of the transactions are considered related party transactions, minority shareholder approval. Assuming all requisite approvals are secured, all of the foregoing transactions are expected to close in spring of 2010.

"VisionTV has been broadcasting for 20 years and we believe that this network as well as the Joytv stations and One: the Body, Mind & Spirit channel will add tremendous value to ZoomerMedia" said Moses Znaimer.

"These acquisitions will enrich Zoomer's media assets to include radio and television broadcasting, as well as video production. In addition to being attractive businesses in their own right, we expect their complementary nature to Zoomer's magazine and on-line/web holdings will further facilitate the expansion of the Zoomer concept, and will assist CARP significantly in expanding its membership base. It also puts me back into TV, where I have a little experience, and a few ideas that should grow shareholder value."

Said VisionTV President and CEO Bill Roberts: "This value transaction is in the best interests of our viewers, our stakeholders and the VisionTV Charity - and at a time of consolidation in the media industry, it represents a bold and affirming commitment to diversity and independent Canadian broadcasting. Our respective brands share complementary audience demographics and a common commitment to high-quality, award-winning Canadian content, and we welcome the opportunity to pursue exciting new opportunities together. We are also pleased that this business arrangement will re-energize the VisionTV Charity, providing the ample resources it needs to re-invent itself for the 21st century."