Monday, August 13, 2007

GoFish will not acquire Bolt - copyright infringements too risky

On August 1, 2007, GoFish Corporation (“GoFish”) terminated the Agreement and Plan of Merger, dated as of February 11, 2007, as amended, by and among GoFish, BM Acquisition Corp. Inc., Bolt, Inc. and John Davis.

As previously disclosed, under the Merger Agreement, a condition to the obligation of GoFish and the Merger Subsidiary to consummate the merger was that Bolt shall have entered into a definitive settlement of the pending copyright infringement lawsuit filed by UMG Recordings, Inc. and definitive settlement agreements covering substantially comparable potential claims, if any, by Sony, BMG Entertainment, Warner Music Group, and EMI Recorded Music and the major publishers that provide for initial cash payments not exceeding an aggregate of $1,000,000 and for additional cash payments to be made no sooner than July 1, 2008 not exceeding an aggregate of $3,000,000 and 2.5 million shares of GoFish common stock, exclusive of any advertising credits or other in kind consideration. The foregoing condition had not been satisfied on or prior to the Termination Date under the Merger Agreement and, as a result, GoFish elected to terminate the Merger Agreement. No termination or other fee was incurred as a result of such termination.

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