MTMY Matomy Media Group Ltd.

TIDMMTMY

RNS Number : 4816A

Matomy Media Group Ltd

29 September 2020

FOR IMMEDIATE RELEASE

September 29, 2020

Matomy Media Group Ltd.

Re: Matomy Enters a memorandum of understanding with Global Automax Ltd

Matomy Media Group Ltd. (LSE: MTMY,TASE: MTMY.TA) ("Matomy") announces that the Company has entered into a memorandum of understanding ("MOU") with Global Automax Ltd ("Automax"), an Israeli private company that imports a variety of leading car brands to Israel, and Automax shareholders, about a proposed merger in which the shareholders of Automax would exchange 100% of their shares in Automax for shares in the Company ( "Proposed Merger"). Automax and the Company have agreed an exclusivity period of 60 days under the MOU. Save for the exclusivity period, the MOU is non-binding.

Matomy and Automax are completing due diligence and are working towards a binding agreement. Subject to completion of appropriate diligence and documentation and relevant approvals, Matomy expects to sign a binding agreement for the Proposed Merger during the fourth quarter of 2020. Upon completion of the Proposed Merger, Matomy currently expects that Automax shareholders would hold, on completion of the Proposed Merger, approximately 53% of the outstanding share capital of Matomy and potentially up to a maximum of 73% of the outstanding share capital, following additional share issuances if the Company meets certain revenue and profit milestones or if the value of the Company's shares reach specific values after the Proposed Merger.

There can be no guarantee that the Proposed Merger will be completed, or a binding agreement will be signed for the Proposed Merger.

The MOU is not conditional upon the result of the Company's upcoming EGM on October 13, on the cancellation of the admission of Company's ordinary shares, to trading on the High Growth Segment of the London Stock Exchange, which the Company is continuing to proceed with.

Matomy will release further information if and when a binding agreement is signed.

Cautionary Statement

This announcement includes forward-looking statements, which include all statements other than statements of historic facts, including, without limitation, those regarding Matomy's and/or its subsidiaries' (the "Group") financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company, its directors and its or their advisers expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the Rules of the High Growth Segment.

About Matomy

Matomy Media Group Ltd. ((LSE: MTMY,TASE: MTMY.TA) founded in 2007 with headquarters in Tel-Aviv. Matomy is dual-listed on London and Tel Aviv Stock Exchanges.

Press Contact information:

Ilan Tamir, ilan.T@matomy.com, +972-525156464

Website: http://investors.matomy.com

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September 29, 2020 10:25 ET (14:25 GMT)

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