theScore, Inc. announces listing on the TSX Venture Exchange

TORONTO, Oct. 23, 2012 /CNW/ - theScore, Inc. (TSXV: SCR) ("Score Digital") is 
pleased to announce that effective at the opening of trading on Wednesday, 
October 24, 2012, the Class A Subordinate Voting Shares (the "Class A Shares") 
of Score Digital will be listed and posted for trading on the TSX Venture 
Exchange under the symbol "SCR". 
Pursuant to the arrangement agreement dated August 25, 2012 (the "Arrangement 
Agreement") between Score Media Inc. ("Score Media") and Rogers Media Inc. 
("Rogers Media"), Score Media completed a court approved plan of arrangement 
(the "Arrangement") under Section 192 of the Canada Business Corporations Act 
on October 19, 2012 pursuant to which (i) Rogers Media acquired the television 
business of Score Media via an acquisition of all of the outstanding shares of 
Score Media; and (ii) the shares of Score Digital, a corporation formed to 
hold the digital media business of Score Media, were spun-out to Score Media's 
Upon completion of the Arrangement, Score Digital had 95,015,276 Class A 
Shares and 5,566 Special Voting Shares issued and outstanding. 
Immediately prior to the completion of the Arrangement, Score Media 
contributed $11,593,543 in cash to Score Digital. Of the $11,593,543 
received by Score Digital, $1,800,000 is being held in escrow until October 
19, 2013, to satisfy certain indemnification obligations that, in connection 
with the separation of the television and digital media businesses, may become 
owing by Score Digital. 
The general Canadian federal income tax consequences of the Arrangement are 
summarized under "Certain Canadian Federal Income Tax Considerations" in the 
management information circular of Score Media dated September 14, 2012 (the 
"Circular") a copy of which has been posted on SEDAR ( under 
Score Media's Issuer Profile, including the treatment of Class A Shares 
distributed to former Score Media shareholders. In particular, for Canadian 
federal income tax purposes, the determination of the income tax consequences 
to former Score Media shareholders depends on the fair market value of the 
Class A Shares. The Board of Directors of Score Digital are of the view that 
the fair market value of a Class A Share of Score Digital as at the effective 
time of the Arrangement was $0.16, which is less than the paid-up capital 
attributable to each Class A Subordinate Voting Share of Score Media 
immediately before such time for Canadian federal income tax purposes. This 
determination of fair market value is not binding on the Canada Revenue Agency. 
For further information with respect to the Arrangement, please refer to the 
Circular. Appendix E to the Circular contains information relating to Score 
Digital and its business operations. Further information with respect to Score 
Digital and its business operations can be found in Score Digital's Listing 
Application dated October 17, 2012, a copy of which has been posted on SEDAR 
under Score Digital's Issuer profile. 
About Score Digital 
Score Digital creates, aggregates and distributes sports content via 
established and emergent digital media assets, including mobile sports 
applications and its website, Score Digital's mission is to 
create the ultimate digital service for sports fans across web and mobile 
Forward-Looking Statements 
Certain statements made in this news release constitute "forward-looking 
statements". When used in this news release, the words "anticipate," 
"believe," "plan," "estimate," "expect," "intend," "will," "may", "potential", 
"continue" and "should" or the negative thereof or other variations thereof or 
comparable terminology, are intended to identify forward-looking statements. 
Such forward-looking statements may include, without limitation statements 
that are not historical facts. While such forward-looking statements are 
expressed by Score Digital in good faith and believed to have a reasonable 
basis, they are subject to important risks and uncertainties including, the 
likelihood of any indemnification claims made by Score Media against Score 
Digital, the availability to Score Digital of those funds being held in escrow 
to satisfy certain indemnification claims, and changes in applicable laws or 
regulations. As a result of these risks and uncertainties, the results or 
events predicted in these forward-looking statements may differ materially 
from actual results or events. These forward-looking statements are not 
guarantees of future performance, given that they involve risks and 
uncertainties. Score Digital does not undertake any obligation to release 
publicly revisions to any forward-looking statement, except as may be required 
under applicable securities laws. Investors should not assume that any lack of 
update to a previously issued forward-looking statement constitutes a 
reaffirmation of that statement. Continued reliance on forward-looking 
statements is at an investor's own risk. 
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that 
term is defined in policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release. 
For more information about Score Digital, please contact: 
Tom Hearne Chief Financial Officer theScore, Inc. (416) 977-6787 ext. 2206 
SOURCE: theScore, Inc. 
To view this news release in HTML formatting, please use the following URL: 
CO: theScore, Inc.
ST: Ontario
-0- Oct/23/2012 23:19 GMT
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