JAG Media Holdings, Inc. Announces Completion of Acquisition of CardioG...( MISSISSAUGA Ontario July ...),Health

MISSISSAUGA, Ontario, July 31 /PRNewswire-FirstCall/ -- JAG Media Holdings, Inc. (OTC Bulletin Board: JAGH) announced today that it has completed the acquisition of CardioGenics Inc. by JAG Media's Ontario, Canada subsidiary, CardioGenics ExchangeCo Inc. In connection with the acquisition, ExchangeCo acquired all of the outstanding shares of common stock of CardioGenics, excluding 173,869 CardioGenics common shares in the aggregate owned by two (2) minority stockholders of CardioGenics.

Pursuant to the terms of the Share Purchase Agreement dated May 22, 2009 among JAG Media, CardioGenics ExchangeCo Inc. and Yahia Gawad, the principal stockholder of CardioGenics, and in consideration for the surrender of their CardioGenics common shares, the CardioGenics stockholders received 422,183,610 shares of JAG Media common stock (the "Share Consideration"). The CardioGenics stockholders had the option to receive at the closing their pro-rata allocation of the Share Consideration in the form of (a) JAG Media common shares or (b) "Exchangeable Shares" of CardioGenics ExchangeCo Inc., which are exchangeable at any time into JAG Media common shares in accordance with the rights and preferences of such Exchangeable Shares. Those CardioGenics stockholders who elected to receive directly JAG Media common shares were issued, in the aggregate, 145,528,195 JAG Media common shares at the closing and those CardioGenics stockholders who elected to receive Exchangeable Shares were issued 16 Exchangeable Shares at the closing, which are exchangeable at any time into 276,655,415 JAG Media common shares, in the aggregate. The Share Consideration issued at the closing provides the CardioGenics stockholders with direct and indirect ownership of approximately 85% of JAG Media's outstanding common stock, on a fully diluted basis.

All JAG Media common shares received by CardioGenics stockholders in exchange for their Cardio
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