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Branded Media Completes Private Placement Financing; Westminster Securities Corp. Acted as Placement Agent.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Branded Media Corporation (BMCP BMCP Basic Multimedia Communications Package ), ("Branded Media" or the "Company"), a brand building, marketing and management company, today announced that it has completed a private placement of units of convertible debentures with detachable warrants to accredited investors. The private placement was for $7,000,000 in total units, consisting of $3,375,000 of units for cash and $3,625,000 of units for conversions from existing debenture and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 holders. Each unit consisted of (i) $62,500 of 8% Secured Convertible Debentures, initially convertible into 250,000 shares at a conversion price of $0.25 per share and due December 1, 2006, and (ii) warrants to purchase 250,000 shares of Common Stock at an exercise price of $0.50 per share, expiring June 1, 2011. If the Company completes a subsequent private placement, under certain conditions, prior to the debenture maturity date, the holders have the right to convert 110% of their principal amount at the new private placement terms, or to be repaid from the proceeds of such private placement without any prepayment penalty Prepayment penalty

A fee a borrower pays a lender when the borrower repays a loan before its scheduled time of maturity.
. The Company also is obligated ob·li·gate  
tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates
1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force.

2. To cause to be grateful or indebted; oblige.
 to file a registration statement concerning the shares of common stock underlying the convertible debentures and warrants. Westminster Securities Corporation acted as placement agent for the private placement.

Eve Krzyzanowski, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Branded Media, stated, "We are very pleased with the results of the offering as it demonstrates a strong vote of confidence by the investment community in our growth strategy. The placement of this funding provides Branded Media with the capital to continue the development of our brands and the expansion of the business of our wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
, Executive Media Network."

The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

About Branded Media

Branded Media Corporation is a Madison Avenue based diversified media company that links production, advertising and marketing in ways which are intended to reach the ever more elusive consumer. The Company identifies, extends and manages brands by creating distinctive market opportunities. Utilizing multimedia platforms and repurposing, BMC (BMC Software, Inc., Houston, TX, www.bmc.com) A leading supplier of software that supports and improves the availability, performance, and recovery of applications in complex computing environments.  positions brands and actively seeks creative retail partners to market merchandise directly related to the content it creates for television, print, internet and other media outlets. Branded Media takes a comprehensive approach to brand building through creative, strategic brand messaging designed to increase awareness and sales of consumer products and services.

Branded Media also develops and exploits niche distribution channels through its wholly owned subsidiary, Executive Media Network. Executive Media Network is a location-based out-of-home advertising network founded in 1998. Its network of advertising displays is in airline VIP executive clubs and FBO's.

About Westminster

Westminster Securities Corporation is a full-service brokerage firm full-service brokerage firm

A brokerage firm that provides a wide range of services and products to its customers, including research and advice. Compare discount brokerage firm.
 operating in five principal areas: Investment Banking, Research, Account Management, Execution Services, and Clearing. Founded in 1971, Westminster is a member of the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
, National Association of Securities Dealers National Association of Securities Dealers (NASD)

Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market.
 and the Securities Investor Protection Corporation Securities Investor Protection Corporation (SIPC)

A nonprofit corporation that insures customers' securities and cash held by member brokerage firms against the failure of those firms.
. Westminster is headquartered at 100 Wall Street, New York, NY, with branch offices in Atlanta, Cyprus, Miami, New York, St. Louis and Toronto. For more information, please visit: www.westminstersecurities.com.

Safe Harbor

This press release may contain "forward-looking statements." All statements, other than statements of fact, included in this release and without limitation statements regarding potential future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 6, 2006
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