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MEGA Brands provides update regarding cashless exercise of warrants



     MEGA Brands provides update regarding cashless exercise of warrants

PR Newswire

MONTREAL, May 6, 2013

MONTREAL, May  6,  2013  /PRNewswire/ -    MEGA  Brands Inc.  (TSX:  MB)  (the 
"Corporation") announced today  that as  of the close  of business  on May  3, 
2013, 23,142,800 common share purchase warrants (the "Warrants") issued  under 
a warrant indenture dated January 28, 2010 (the "Warrant Indenture") have been
exercised on a cashless  basis pursuant to  the previously announced  cashless 
exercise offer,on the  terms and conditions  set forth in  an offer letter  to 
warrantholders (the "Offer Letter") and in the cashless exercise election form
(such exercise, a  "Cashless Exercise" and  such offer, the  "Offer") sent  to 
warrantholders on  April  5,  2013.  The  23,142,800  Warrants  submitted  for 
Cashless Exercise as of the close of  business on May 3, 2013 represent  17.5% 
of the number of Warrants outstanding as of April 5, 2013.

In addition, prior to the launch of the Offer, Fairfax Financial Holdings Ltd.
("Fairfax") and Victor J.  Bertrand, Sr. ("Mr.  Bertrand") exercised the  full 
amount of the Warrants they held and Trimark Investments ("Trimark",  together 
with Fairfax and Mr. Bertrand, the "Supporting Holders") exercised  33,978,000 
of the  Warrants  it  held. When  the  number  of Warrants  exercised  by  the 
Supporting Holders is added to the  number of Warrants submitted for  Cashless 
Exercise pursuant to the Offer as of the close of business on May 3, 2013, the
total number  of Warrants  exercised as  of such  date is  131,472,800,  which 
represents 54.8% of the total number  of Warrants outstanding as of March  26, 
2013.

The Corporation wishes to remind warrantholders that the Offer will expire  at 
5:00 p.m. (Eastern Time) on May 10, 2013 (the "Expiration Time"). Warrants may
not be  submitted  for Cashless  Exercise  pursuant  to the  Offer  after  the 
Expiration Time.

For more information on the terms and conditions of the Offer and the five-day
volume weighted average  trading price ("VWAP")  of the common  shares on  the 
Toronto  Stock  Exchange,   warrantholders  may   access  the   "Warrantholder 
Information" section of  the Corporation's website  at the following  address: 
http://www.megabrands.com/sites/all/themes/mega/pdf/WARRANTHOLDER_INFORMATION.pdf.
The VWAP for the purpose of a Cashless Exercise on May 6, 2013 is $15.15.

Registered holders of Warrants that wish to submit their Warrants for Cashless
Exercise pursuant to  the Offer  must ensure  that all  requirements for  such 
submission have been satisfied on or prior to the Expiration Time.

Beneficial owners of Warrants, whose Warrants are registered in the name of  a 
brokerage firm, bank or trust  company or other intermediary, should  promptly 
contact their  intermediaries  and  obtain and  follow  their  intermediaries' 
instructions  with  respect  to  the  applicable  submission  procedures   and 
deadlines, which may be  earlier than the deadlines  that are described  above 
and set out in the Offer Letter.

If you have any questions or require assistance with the Cashless Exercise  of 
your Warrants, or if  you wish to obtain  a copy of the  Offer Letter and  the 
cashless exercise election form transmitted therewith, please contact:

CST Phoenix Advisors
North American Toll Free Phone: 1-800-398-1272
Banks, Brokers and collect calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
Email: inquiries@phoenixadvisorscst.com

The preceding statements are only a summary of certain provisions of the Offer
Letter,  cashless  exercise  election  form  transmitted  therewith,   Warrant 
Indenture and related amendments, and are  qualified in their entirety by  the 
full text of each, copies of which will be made available electronically under
the System  for  Electronic Document  Analysis  and Retrieval  (SEDAR)  System 
(www.sedar.com).

The Offer will not be made to,  and cashless exercise election forms will  not 
be accepted from or on behalf of, warrantholders in any jurisdiction in  which 
the making of the Offer or the  acceptance thereof would not be in  compliance 
with the laws of such jurisdiction.

About MEGA Brands Inc.

MEGA Brands Inc. is a trusted family of leading global brands in  construction 
toys, games  & puzzles,  arts &  crafts and  stationery. They  offer  engaging 
creative  experiences   for   children  and   families   through   innovative, 
well-designed,     affordable     and     high-quality     products.     Visit 
http://www.megabrands.com for more information.

The MEGA logo, Mega Bloks, Rose Art, MEGA Puzzles, MEGA Games and Board  Dudes 
are trademarks of MEGA Brands Inc. or its affiliates.

Forward-Looking Statements

All statements in  this press  release that  do not  directly and  exclusively 
relate to historical facts constitute "forward-looking information" within the
meaning of applicable Canadian securities laws These statements represent  the 
Corporation's  intentions,  plans,  expectations  and  beliefs.  Readers   are 
cautioned not to  place undue  reliance on  these forward-looking  statements. 
Forward-looking  information  and  statements  are   based  on  a  number   of 
assumptions and  involve risks,  uncertainties and  other factors  that  could 
cause actual results to differ materially  from those expressed or implied  by 
them, including,  but  not limited  to  risks, assumptions  and  uncertainties 
described in the  Corporation's MD&A  for the  year ended  December 31,  2012, 
which are available at  www.sedar.com and on the  Corporation's Web site.  The 
Corporation disclaims any intention or obligation to publicly update or revise
any forward-looking  information,  whether as  a  result of  new  information, 
future events or otherwise, other than as required by applicable law.

SOURCE MEGA BRANDS INC.

Contact:

Financial Analysts:

Peter Ferrante
Vice-President and Chief Financial Officer
Tel: (514) 333-5555 ext. 2283

Media: 

Mark Girgis
Vice-President, General Counsel and Corporate Secretary
Tel: (514) 333-5555 ext. 2897
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