Placing and Open Offer

Catalyst Media Group PLC
12 March 2007


Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Japan, Australia, the Republic of Ireland or the Republic
                                of South Africa

                            CATALYST MEDIA GROUP PLC
                         ('Catalyst' or 'the Company')

        Proposed placing of 801,236,844 Placing Shares at 0.5p per share
    Proposed open offer of 1,298,763,156 Open Offer Shares at 0.5p per share
                    Notice of Extraordinary General Meeting

Certain definitions apply throughout the following announcement and your
attention is drawn to the table at the end of this announcement where these
definitions are set out in full.

Highlights

   • Placing and Open Offer to raise £10.5 million before expenses (£10
     million net of expenses).
   
   • All of the Placing Shares have been placed firm.
   
   • Of the 1,298,763,156 Open Offer Shares to be issued pursuant to the Open
     Offer, 617,488,975 Open Offer Shares are the subject of irrevocable
     undertakings from certain Qualifying Shareholders to take up entitlements.

   • The balance of 681,274,181 Open Offer Shares has been conditionally
     placed subject only to clawback to satisfy valid applications under the Open
     Offer.

   • The Company is also undertaking a Capital Reorganisation.

   • The Placing, Open Offer and Capital Reorganisation are subject to the
     approval of Shareholders to be sought at an EGM to be held on 4 April 2007.

   • Irrevocable undertakings to vote in favour of the Resolution have been
     received from certain institutional and other investors and the Directors in
     respect of 322,188,750 Existing Ordinary Shares, representing 45.1 per cent.
     of the Existing Ordinary Shares.

   • Application will be made to the London Stock Exchange for the New
     Ordinary Shares to be admitted to trading on AIM. Dealings are expected to
     commence in the New Ordinary Shares on 5 April 2007.

Enquiries, please contact:
Catalyst Media Group plc
Michael Rosenberg
Tel: [phone]

Strand Partners
James Harris/Angela Peace
Tel: [phone]

Evolution
Tom Price/Gina Gibson
Tel: [phone]

This summary should be read in conjunction with the full text of the following
announcement. An expected timetable of principal events is set out in Appendix
I. Appendix II contains definitions of certain terms used in this summary and
the full announcement.

This announcement does not constitute, or form part of, an offer to sell, or the
solicitation of an offer to subscribe for or buy any of the New Ordinary Shares
to be issued or sold in connection with the Placing and Open Offer. Any decision
to invest in the New Ordinary Shares should only be made on the basis of
information in the Prospectus which will contain further details relating to the
Placing and Open Offer and the Capital Reorganisation and Catalyst in general,
as well as a summary of the risk factors to which an investment in the New
Ordinary Shares is subject. The Prospectus is expected to be issued today. In
addition, the Prospectus will contain a notice convening the EGM.

This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to, or for the
account or benefit of, US Persons absent registration or an exemption from
registration. The New Ordinary Shares to be issued pursuant to the Placing and
Open Offer have not been and will not be registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States, and
the New Ordinary Shares issued as part of the Placing and Open Offer may not be
offered, sold, delivered, renounced or transferred, directly or indirectly,
through CREST or otherwise, in the United States or to, or for the account or
benefit of, US persons (subject to certain exceptions). All persons, including
custodians, nominees and trustees, must observe these restrictions and may not
send or distribute this announcement, or any other document connected with the
Placing and Open Offer in or into the United States.

Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as Nominated Adviser to Catalyst, and
for no one else in relation to the Placing and Open Offer and Capital
Reorganisation and will not be responsible to anyone other than Catalyst for
providing protections afforded to customers of Strand Partners or for providing
advice in relation to the Placing and Open Offer and the Capital Reorganisation
or on any matter referred to herein.

The contents of this announcement have been approved by Strand Partners for the
purposes of section 21(2)(b) of FSMA. The release, publication or distribution
of this announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe
any such restrictions.

Prices and values of, and income from, the Ordinary Shares may go down as well
as up and an investor may not get back the amount they have invested. It should
be noted that past performance is no guide to future performance. Persons
needing advice should consult an independent financial adviser.

Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, the Republic or Ireland, South Africa or
Japan.


                            CATALYST MEDIA GROUP PLC
                         ('Catalyst' or 'the Company')

        Proposed placing of 801,236,844 Placing Shares at 0.5p per share
    Proposed open offer of 1,298,763,156 Open Offer Shares at 0.5p per share
                    Notice of Extraordinary General Meeting


Introduction

The Board announces that the Company is proposing to raise approximately £10.5
million gross (£10 million net of expenses) by way of a placing of 801,236,844
new Ordinary Shares with institutional and other investors and an open offer of
1,298,763,156 new Ordinary Shares to Qualifying Shareholders, in each case at
the Issue Price. All of the Placing Shares have been placed firm. Of the
1,298,763,156 Open Offer Shares to be issued pursuant to the Open Offer,
617,488,975 Open Offer Shares are the subject of irrevocable undertakings from
certain Qualifying Shareholders to take up entitlements. The balance of
681,274,181 Open Offer Shares has been conditionally placed subject only to
clawback to satisfy valid applications under the Open Offer. The Placing and the
Open Offer are conditional, inter alia, on Admission. Further details of
irrevocable undertakings given by Qualifying Shareholders in connection with the
Open Offer are set out under the heading 'Details of the Placing and the Open
Offer' below. The Company also announces the Capital Reorganisation.

The funds raised will be used primarily to repay a proportion of the Investec
Facility in accordance with its terms, to provide funds for the expenses of the
Placing and Open Offer and to provide additional working capital for the Group.

Further details of the Placing and the Open Offer and the Capital Reorganisation
are set out below.

The Open Offer is an offer of 1,298,763,156 Open Offer Shares at 0.5p per Open
Offer Share to all Qualifying Shareholders, except certain Overseas
Shareholders, on the basis of 20 Open Offer Shares for every 11 Existing
Ordinary Shares held on the Record Date, and so in proportion to the number of
Existing Ordinary Shares then held.

The Issue Price of 0.5p per share represents a 55.6 per cent. discount to the
closing price on AIM on 8 March 2007 of 1.125p per Existing Ordinary Share.
Having examined the possible alternatives and having regard to the underlying
net asset value per share should the Placing and Open Offer not proceed and
Investec exercises its warrant to acquire an effective 10 per cent. of the
Company's shareholding in SIS, the Directors believe that the level of discount
is appropriate. In order to protect the Company's interest in the underlying
stake in SIS and to provide certainty of cash funds to the Company, irrevocable
undertakings to take up their entitlements in full have been received from
Qualifying Shareholders in respect of 617,488,975 Open Offer Shares and the
Company has arranged for the balance, being 681,274,181 Open Offer Shares, to be
conditionally placed subject to clawback under the Open Offer.

Shareholders' approval of the Resolution set out in the Notice of EGM is
required to enable the Placing and the Open Offer to proceed. Set out below are
details of the Placing and the Open Offer and the Capital Reorganisation and the
reasons for them.

Your Board considers the Placing and the Open Offer and the Capital
Reorganisation to be in the best interests of the Company and the Shareholders
as a whole, and recommends that you vote in favour of the Resolution to be
proposed at the EGM, which is being convened for 10.00 a.m., on 4 April 2007.

Irrevocable undertakings to vote in favour of the Resolution have been received
from certain institutional and other investors and the Directors in respect of
322,188,750 Existing Ordinary Shares, representing 45.1 per cent. of the
Existing Ordinary Shares.

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Dealings are expected to commence in
the New Ordinary Shares on 5 April 2007.

The principal reason for the Placing and Open Offer is to avoid the
implementation of one of the key terms in the Investec Facility which would
entitle Investec to exercise a warrant to acquire an effective 10 per cent. out
of the 22.19 per cent. shareholding held by the Company in SIS for a nominal
value if the outstanding borrowings under the Investec Facility are not reduced
to below £10 million by 10 April 2007. Due to the change in the SIS dividend
policy described below, the Company will not have sufficient funds to do this if
the Placing and Open Offer do not proceed. The Directors believe that it is
important that Shareholders vote in favour of the Proposals in order that the
Company is able to maintain its existing shareholding in SIS.

The Investec Facility also provides for a working capital facility of £1.3
million to be made available to the Company once the outstanding borrowings of
the Company falls to below £10 million and remains below £10 million including
interest throughout the term of the loan. As this condition has not been
satisfied, the Placing and Open Offer is also required to ensure Catalyst has
sufficient working capital for its present requirements.

If the Placing and Open Offer do not proceed, the Directors believe that the
Group may not have sufficient working capital for its present requirements. In
such an event, the Directors would immediately have to seek alternative sources
of funding, which might include short term loan finance from certain
Shareholders.


Background to Catalyst and reasons for the Placing and Open Offer

Catalyst is a media company that distributes audio-visual content using digital
technology and provides services in the digitalisation and distribution of
broadcast content and internet website development. Catalyst also holds its own
rights, specialising in historic entertainment and educational content, and
licensing the content globally to third parties. Catalyst owns a portal for
sourcing stock footage and is in discussions with a possible purchaser for this
business. Catalyst is launching an on-line gaming platform complete with a suite
of fixed odds and exclusive head to head games. It is anticipated that these
games will be available for marketing by June of this year.

In September 2005, the Company, through Catalyst Media Holdings, acquired the
entire issued share capital of Alternateport, a company whose sole asset was 20
per cent. of the issued share capital of Satellite Information Services. During
the Company's period of ownership, SIS has made several share buy-backs and as a
result Alternateport's percentage ownership has increased to 22.19 per cent. at
no extra cost to itself.

SIS's primary business is that of transmitting live video, audio and data from
the UK's 59 race courses and many overseas courses to over 10,200 licensed
betting offices in the UK and Ireland. SIS has entered into agreements whereby
it has the right to transmit live horseracing to LBOs. Races taking place in the
UK (and elsewhere) are transmitted by SIS via a satellite feed to LBOs as part
of a fully integrated service providing betting opportunities for the customers
of the LBO. SIS's television services also include other sports, such as
greyhound racing and virtual racing. Through its SISLink division, SIS is also
one of the leading uplink contractors in Europe, providing transportable uplink
units to a variety of clients, including television news companies and sports
event organisers.

In order to partially fund the acquisition of Alternateport in September 2005,
Eureka subscribed £11.75 million for secured deep discounted bonds issued by
Catalyst Media Holdings, a company which was owned as to 80 per cent. by
Catalyst and 20 per cent. by Eureka.

In September 2006 the Company acquired the 20 per cent. stake not held by it in
CMH from Eureka for a cash consideration of £5.5 million. The Board believe it
was beneficial for the Company to increase the stake owned in SIS from 17.6 per
cent. to 22.19 per cent. to maximise capital asset value and dividend income
distribution.

However, under the Eureka facility, Catalyst was contractually required to
redeem the outstanding balance of the deep discounted bonds held by Eureka if
the cumulative dividends paid by SIS were less than £50 million by 5 March 2007.
If the Company failed to do so, Eureka could contractually force a sale of
Alternateport at that date in order to use the sale proceeds to repay the debt.
The Board was mindful of the risk of this happening before any dividend was paid
as a forced sale would likely lead to a lower than market value sale price being
achieved for the Company's stake in SIS. On that basis, new financing
arrangements were actively sought to overcome this possible outcome.

In order to finance the acquisition of the outstanding 20 per cent. interest in
CMH and the associated costs and in order to refinance the Eureka facility,
Catalyst drew down £17.3 million of an £18.625 million facility that was
arranged with Investec in September 2006. The facility is secured against the
assets of Catalyst Media Holdings and Alternateport, both of which, following
that transaction, are wholly owned subsidiaries of the Company. As a result of
that transaction Catalyst currently owns a 22.19 per cent. stake in SIS.

SIS historically had a practice of declaring a substantial 'super' dividend
every four or five years (such dividends having been paid in 1993, 1998 and
2002). Consequently, in line with this practice, and based upon SIS board
discussions, the Directors believed that a significant dividend from SIS would
be paid in the first quarter of 2007, which would have a direct impact on
profits and earnings. Payment of such a dividend was anticipated to occur no
later than 31 March 2007.

Under the terms of the Investec Facility, in the event that the outstanding debt
and accrued interest due to Investec is in excess of £10 million at any time
after 31 March 2007, the Investec Warrant will entitle Investec in certain
circumstances to acquire an effective 10 per cent. out of the 22.19 per cent.
holding held by the Company in SIS at a nominal price, giving Catalyst a
resultant shareholding of 12.19 per cent. in SIS. This provision reflected the
belief by the Directors that a substantial dividend would be paid by SIS prior
to 31 March 2007. Investec has now agreed to extend the date from 31 March 2007
to 10 April 2007.

On 15 January 2007, the Company announced that the SIS board had decided that it
was no longer the intention of SIS to pay a significant dividend in the first
quarter of 2007 and that, in future, SIS's dividend policy was more likely to be
the payment of regular annual dividends consistent with annual profits instead
of significant periodic 'super' dividend payments. Since this announcement was
made the Board has been reviewing a number of refinancing opportunities in order
to raise approximately £10 million by 10 April 2007, which would allow the
Company to safeguard its existing interest in SIS and to address the short term
funding implications of the change in dividend policy by SIS. On 9 February 2007
the Company announced that the Board had received assurances from certain major
shareholders that they were supportive of an equity issue at 1p per share and
that they were therefore confident that appropriate funding arrangements would
be secured.

Following extensive discussions with Investec and after exploring alternative
possible refinancing options the Board has concluded that no alternative options
were achievable either in the time available or due to regulatory constraints.
Accordingly the Board has concluded that the Placing and the Open Offer
represents the best available opportunity for the Company to resolve its
immediate funding requirements and maintain value for Shareholders.
Notwithstanding the assurances provided by the major shareholders referred to
above, due to, inter alia, prevailing stock market conditions, certain major
shareholders are no longer willing to support a fund raising at the levels
previously indicated but would support it at 0.5p and accordingly the Directors
considered it necessary to reduce the Issue Price to 0.5p in order to secure
sufficient demand in the time available for the Placing and Open Offer. The
fundraising will raise approximately £10 million after expenses which, together
with the anticipated proceeds of £1.9 million from the sale of 1.67 per cent. of
the Company's stake in SIS to Fred Done of BetFred bookmakers referred to below,
will be sufficient to reduce the outstanding borrowings to Investec to below £10
million in accordance with the terms of the facility agreement thereby enabling
the Company to maintain its shareholding in SIS and provide sufficient working
capital to the Group for its present requirements. In the event that the sale to
Fred Done does not take place by 31 March 2007 the Company has entered into an
arrangement with Mentor Marketing & Investments Limited, which has agreed to
provide a loan facility of up to £800,000 to the Company. If the Investec
Facility is not repaid in full prior to 30 September 2007, then Investec may
still exercise the Investec Warrant but only over a much smaller effective
percentage of Catalyst's stake in SIS as more specifically set out below under
the heading 'Investec Facility and Investec Warrant'. Based on the Proposals the
amount outstanding under the Investec Facility following Completion will be £9
million. As the Investec Facility is not reduced to below £5 million Investec
will still be entitled to acquire an effective 1 per cent. out of the 22.19 per
cent. holding in SIS at nominal cost.

The Directors anticipate that the board of SIS will consider paying a 'normal'
dividend later this year but the timing and quantum of this payment are not
likely to be determined until the audited accounts for SIS's financial year
ending 31 March 2007 are available. Any dividend payment will be used by the
Company to further reduce the debt due to Investec. Whilst the Directors expect
a dividend to be paid by SIS in the short to medium term, there is no guarantee
that such will be the case. On the basis of current expectations, if no such
dividend is paid by 30 June 2008, and no other sources of funding have been
received, the Investec Facility will exceed £10 million and as a result Investec
will have the right to subscribe for an effective 10 per cent. of the Company's
stake in SIS pursuant to the Investec Warrant.

The SIS board and its five principal shareholders have agreed to offer to Fred
Done of BetFred bookmakers a shareholding in SIS and as such have agreed in
principle to sell 7.5 per cent. of SIS to Fred Done pro rata to their current
shareholdings. The sale has been recommended by the independent directors and
senior management of SIS. On that basis, the Company has entered into a
(non-binding) agreement in principle with Fred Done that it will sell shares
representing 1.67 per cent. of SIS's issued share capital for the sum of £1.9
million to Fred Done. After this sale and assuming the current funding proposals
are successfully completed, Catalyst will own 20.52 per cent. of SIS. In the
event that Investec subsequently exercises the Investec Warrant to acquire an
effective 1 per cent. of the Company's holding in SIS, Catalyst will then own
19.52 per cent. of SIS. The Company intends to hold this stake for the
foreseeable future in view of the anticipated growth in SIS and in anticipation
of regular dividends being paid. Under the terms of the Investec Facility, the
proceeds from this sale must be applied to further reduce the Investec Facility.

The Directors understand that SIS is on target to meet its budgets for the
financial year ending 31 March 2007 and that the SIS directors are confident
that it will continue its growth in future years despite new competition
entering the market, with it having substantial cash balances available to
finance future expansion. SIS reported on 5 January 2007 that Britain's third
biggest betting shop chain, Coral, followed the example of the two market
leaders, William Hill and Ladbrokes, by signing a long term contract to take
live pictures, audio and data provided by SIS until April 2011. On 2 February
2007 the SIS board confirmed that the fourth largest chain of betting shops,
BetFred had also signed for the same period. SIS now has approximately 70 per
cent. of its customer base in long term contracts, thus underpinning the future
long term profitability of the business. In addition 10 courses have renewed
their rights agreements directly with SIS and 16 have renewed their service with
Bookmakers Afternoon Greyhound Services, who in turn have licensed SIS to cover
and transmit coverage of these races until 2012.

Additional competition that SIS faces includes a new joint venture company,
Amalgamated Racing Limited ('AMRAC'), which recently announced that it was
launching a new betting and data channel for LBOs in April 2007. AMRAC proposed
that it would bring additional competition and choice to the market and would be
able to compete with SIS on price. Whilst SIS acknowledges that competition in
the sector is likely to increase, it remains confident that the predominantly
exclusive nature and extensive range of its rights contracts, together with a
significant proportion of its customers being contracted on a long term basis
and its provision of a daily service with comprehensive range of betting
opportunities including UK, Irish and other overseas horse and greyhound
meetings provides SIS with competitive advantage which will enable it to
maintain a very strong position in the market going forward.


Investec Facility and Investec Warrant

Following Admission, the amount owing under the Investec Facility will be £9
million. Once the amount outstanding under the Investec Facility (including
accrued interest and any further drawdown the Company wishes to make) has fallen
below £10 million there will be available for drawdown under the Investec
Facility the sum of £1.32 million by way of a working capital loan providing the
facility plus accrued interest remains below £10 million. Interest will continue
to be on the outstanding amount and must be paid in full on 31 December 2010.
Interest is currently accruing at 3.5 per cent. above the Investec base rate
which is currently 5.25 per cent. Following Admission, the interest rate will
increase with effect from 1 April 2007 to 4.5 per cent. above the Investec base
rate.

Until such time as the amount outstanding under the Investec Facility is reduced
to less than £5 million (including accrued and estimated interest to the final
date of repayment) any amount received by Alternateport by way of dividend from
SIS or from the sale of any interest in SIS must be paid in reduction of the
Investec Facility.

On the basis that the amount outstanding under the Investec Facility as at 10
April 2007 will be £9 million, the Investec Warrant will entitle Investec to
subscribe for such number of shares in CMH at nominal cost as will represent an
effective 1 per cent. of the Company's 22.19 per cent. stake in SIS. If the
Investec Facility is not repaid in full by 31 December 2010, the Investec
Warrant will rise to a 3 per cent. entitlement unless the amount outstanding
under the Investec Facility rises back above £10 million at any time when the
Investec Warrant will entitle it to subscribe for an effective 10 per cent. of
the Company's stake in SIS.

Should Investec exercise the Investec Warrant then the provisions of a
shareholders' agreement entered into in September 2006 between the Company,
Investec and CMH will apply.

Under that agreement Catalyst has the right at any time to place Catalyst Media
Holdings in funds so as to enable it to repay all outstanding amounts under the
Investec Facility. Catalyst also has the right, during the period commencing on
the date of exercise of the Investec Warrant and ending on 31 December 2011 or
one year after exercise of the Investec Warrant, whichever is the later, to buy
out Investec's shares in Catalyst Media Holdings for a sum equal to 6.25 times
SIS's EBITDA minus debt plus cash.

If Catalyst does not exercise its buy-out option, then Investec shall be
entitled to market for sale either of Alternateport or Alternateport's shares in
SIS.


Capital Reorganisation

The only current class of share capital of the Company is the Existing Ordinary
Shares, which have a nominal value of 1p per share. Under the Act the Company is
not allowed to issue shares at below their nominal value. The Directors
therefore consider it necessary to reorganise the Company's share capital by
subdividing each Existing Ordinary Share into one new Ordinary Share of 0.1p and
one Deferred Share of 0.9p in order to allow the Placing and Open Offer to
proceed.

The Capital Reorganisation will result in Shareholders holding one new Ordinary
Share and one Deferred Share for each Existing Ordinary Share currently held.
The Ordinary Shares will have the same rights (including voting and dividend
rights and rights on a return of capital) as the Existing Ordinary Shares. The
Deferred Shares will have minimal rights attaching to them and will be
practically worthless. No application will be made for the Deferred Shares to be
admitted to trading on AIM or any other recognised investment exchange.

No certificates will be issued in respect of the new Ordinary Shares resulting
from the Capital Reorganisation. Share certificates in respect of Existing
Ordinary Shares will continue to be valid. No share certificates will be issued
in respect of the Deferred Shares.


Current Trading and Prospects

The Company announced its audited results for the 17 month period ended 31 March
2006 on 21 July 2006 and its unaudited interim results for the six months ended
30 September 2006 on 30 November 2006.

In the period ended 31 March 2006, Catalyst reported a loss after tax of £5.71
million on turnover of £2.88 million, compared with a loss after tax in the
prior year of £5.41 million on turnover of £7.04 million. The significant
decrease in turnover was primarily as a result of the disposal of Betelgeuse and
Global Media Services which contributed £6.25 million of revenues.

The Company recorded a loss for the six month period ended 30 September 2006 of
£0.5 million (compared to a loss of £1.4 million for the first six months to 30
April 2005 of the previous 17 month accounting period to 31 March 2006). As at
30 September 2006 Catalyst had net assets of £14.5 million.

In the current trading period to 31 March 2007, it is anticipated that a sale of
Footage.net will be made and further details will be given as and when that
disposal has occurred. In addition, the Directors believe that SIS continues to
trade profitably and in line with expectations.

Following the Placing and Open Offer the Directors intend to review further the
Company's future direction and strategy. However it is likely that any such
review will await the decision by the SIS board on the timing and quantum of
future dividend payments, at which time the Board will be in a better position
to determine the most suitable strategy for the Company.


Principal terms of the Placing and the Open Offer

In order to repay a proportion of the Investec Facility, to provide funds for
the expenses of the Placing and the Open Offer and to provide additional working
capital for the Group, the Company is proposing to raise approximately £10.5
million before expenses (£10 million net of expenses) by the issue of
2,100,000,000 new Ordinary Shares pursuant to the Placing and the Open Offer at
the Issue Price. The Placing will raise £4 million, before expenses, with a
further £6.5 million before expenses, being raised through the Open Offer.

Qualifying Shareholders who wish to subscribe for Open Offer Shares are invited
to apply at the Issue Price, free of expenses, pro rata to their existing
shareholdings on the basis of:

           20 Open Offer Shares for every 11 Existing Ordinary Shares

held at the close of business on the Record Date (and so in proportion to any
number of Existing Ordinary Shares then held). Entitlements of Qualifying
Shareholders to Open Offer Shares will be rounded down to the nearest whole
number. Fractional entitlements to the Open Offer Shares will be aggregated and
allotted to Placees pursuant to the Placing and Open Offer Agreement for the
benefit of the Company. The Open Offer Shares are to be paid for in full on
application.

The Placing Shares have been placed firm with institutional and other investors.
Irrevocable commitments to take up their entitlements under the Open Offer in
full have been received from Qualifying Shareholders in respect of 617,488,975
Open Offer Shares. The balance of the Open Offer Shares has been conditionally
placed with institutional and other investors subject to clawback to the extent
required to satisfy valid applications under the Open Offer.

The Placing and the Open Offer are conditional, inter alia, upon the passing of
the Resolution to be proposed at the EGM, Admission and the Placing and Open
Offer Agreement becoming unconditional in all respects (save only for the
condition relating to Admission). It is expected that dealings in the New
Ordinary Shares will commence on AIM at 8.00 a.m. on 5 April 2007. If Admission
has not occurred by 20 April 2007, application monies will be returned to
applicants without interest and at the applicants' risk as soon thereafter as is
practicable.

Qualifying non-CREST Shareholders will receive with the Prospectus an
Application Form containing details of their entitlement to subscribe for Open
Offer Shares. To be valid, Application Forms must be received by Capita
Registrars by post or (during normal business hours only) by hand at Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than
11.00 a.m. on 2 April 2007.

Qualifying CREST Shareholders will receive a credit to their appropriate stock
account in CREST in respect of their Open Offer entitlements on 13 March 2007.
The latest time and date for payment, in full, under the Open Offer is 11.00
a.m. on 2 April 2007.

Subject to the fulfilment of the conditions of the Placing Letters and the
Placing and Open Offer Agreement, Placing Shares will be registered in the names
of the relevant Placees and Open Offer Shares will be registered in the names of
the Qualifying Shareholders validly applying for them and it is expected that
certificates in respect of the New Ordinary Shares will be dispatched to
relevant shareholders by first class post at their own risk by 12 April 2007 or,
if appropriate, delivery will be made to their CREST accounts by 5 April 2007.
No temporary documents of title will be issued.

Pending the receipt of definitive share certificates in respect of the New
Ordinary Shares (other than in respect of those shares settled through CREST),
transfers will be certified against the register.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions thereafter declared, made or paid.

The Company will make an appropriate announcement to a Regulatory Information
Service giving details of the results of the Open Offer on or about 3 April
2007.


Use of proceeds

The net proceeds of the Placing and Open Offer will be applied as follows:
                                                                     £ million
Net proceeds of the Placing and Open Offer                                  10
Repayment of Investec Facility                                            (7.1)
Working capital                                                           (2.9)

A further £1.9 million, comprising the proposed sale proceeds from the sale of
1.67 per cent. of the Company's stake in SIS will be applied to further reduce
the Investec Facility. In the event that this sale to Fred Done does not
complete by 30 April 2007, the Company has entered into an arrangement with
Mentor Marketing & Investments Limited, which has agreed to provide a loan
facility of up to £800,000 to the Company.


Directors' and Shareholders' intentions

Certain Qualifying Shareholders (excluding Directors), having entitlements under
the Open Offer in respect of, in aggregate, 688,543,521 Open Offer Shares,
representing 53.0 per cent. of the Open Offer Shares to be issued pursuant to
the Open Offer, have irrevocably undertaken to take up 612,270,794 Open Offer
Shares.

Michael Rosenberg having an entitlement under the Open Offer in respect of
218,181 Open Offer Shares, representing 0.02 per cent. of the Open Offer Shares
to be issued pursuant to the Open Offer, has irrevocably undertaken to take up
these entitlements. In addition, he has agreed to subscribe for 782,000 Placing
Shares.

Sir David Frost having an entitlement under the Open Offer in respect of
18,225,227 Open Offer Shares, representing 1.40 per cent. of the Open Offer
Shares to be issued pursuant to the Open Offer, has irrevocably undertaken to
take up 5,000,000 Open Offer Shares.


Extraordinary General Meeting

Set out at the end of the Prospectus will be a notice convening the
Extraordinary General Meeting to be held at 5th Floor, Portland House, 4 Great
Portland Street, London W1W 8QJ at 10.00 a.m. on 4 April 2007, at which a
special resolution will be proposed, conditional upon Admission, to:

(1) (a) to subdivide each of the Existing Ordinary Shares into one Ordinary
        Share and one Deferred Share;
    
    (b) to subdivide each of the authorised but un-issued ordinary shares of 1p 
        each into 10 new Ordinary Shares;

    (c) increase the authorised share capital of the Company by £3,500,000 from
        £9,500,000 to £13,000,000 by the creation of 3,500,000,000 new Ordinary 
        Shares;

    (d) confer on the Directors authority under section 80 of the Act to allot (i)
        the New Ordinary Shares, (ii) Ordinary Shares up to a nominal value of 
        £800,000 pursuant to the agreement with Mentor Marketing & Investments 
        Limited, (iii) other than pursuant to (i) and (ii) relevant securities 
        up to an aggregate nominal value of £938,107 (representing approximately
        33 per cent. of the Enlarged Share Capital); and

    (e) empower the Directors to allot equity securities for cash other than pro
        rata to shareholders provided that the power is limited to (i) the New 
        Ordinary Shares, (ii) the allotment of Ordinary Shares up to a nominal 
        value of £800,000 pursuant to the agreement with Mentor Marketing & 
        Investments Limited, (iii) the allotment of equity securities for cash 
        in connection with a rights issue or any other pre-emptive offer in favour 
        of holders of ordinary shares where the equity securities respectively 
        attribute to the interests of such holders are proportionate (as nearly 
        as may be practicable) to the respective numbers of Ordinary Shares held 
        by them and (iv) the allotment (other than pursuant to (i) to (iii) above) 
        of equity securities up to a maximum aggregate nominal amount of £281,432 
        (representing approximately 10 per cent. of the Enlarged Share Capital).


Prospectus

The Prospectus setting out details of the Proposals and including a notice of 
the EGM, accompanied by the Form of Proxy and the Application Form, will be posted 
to Shareholders today.

Copies of the Prospectus will be available free of charge at the Company's 
registered office and from the offices of Lewis Silkin, 5 Chancery Lane, Clifford's 
Inn, London, EC4A 1BL during normal office hours on any weekday (Saturday and 
public holidays excepted) for a period of not less than 1 month from the date of 
Admission.

                     EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                           2007
Record Date for the Open Offer                             close of business on
                                                                        8 March

Prospectus and Application Form despatched                             12 March

Open Offer entitlements credited to CREST stock accounts of            13 March
Qualifying CREST Shareholders

Recommended latest time for requesting withdrawal         4.30 p.m. on 26 March
of Open Offer entitlements from CREST                                                  

Latest time for depositing Open Offer entitlements        3.00 p.m. on 28 March
into CREST                                                                         

Latest time and date for splitting of Application Forms   3.00 p.m. on 29 March
(to satisfy bona fide market claims only)

Latest time and date for receipt of completed Application 11.00 a.m. on 2 April
Forms and payment in full under the Open Offer or                  
settlement of relevant CREST instruction (as appropriate)

Latest time and date for receipt of Forms of Proxy        10.00 a.m. on 2 April
                                                                         

Extraordinary General Meeting                             10.00 a.m. on 4 April
                                                                         

Admission and dealings expected to commence in             8.00 a.m. on 5 April
the New Ordinary Shares on AIM                                                            

Expected date for crediting of New Ordinary Shares to CREST             5 April
stock accounts in uncertificated form

Expected date of despatch of definitive share certificates for      by 12 April
New Ordinary Shares in certificated form


                       PLACING AND OPEN OFFER STATISTICS

Number of Existing Ordinary Shares                                 714,319,736

Issue Price                                                                0.5p

New Ordinary Shares to be issued pursuant to the Open
Offer                                                            1,298,763,156

New Ordinary Shares to be issued pursuant to the Placing           801,236,844

New Ordinary Shares as a percentage of the Enlarged Share        74.6 per cent.
Capital

Number of Ordinary Shares in issue immediately after
Admission                                                        2,814,319,736

Market capitalisation at the Issue Price on Admission           £14.07 million

Gross proceeds of the Placing and Open Offer                     £10.5 million

Net proceeds of the Placing and Open Offer                         £10 million

International Security Identification Number (ISIN)               GB0005021083
                                                                  

                                  DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:

'Act'             the Companies Act 1985 (as amended)

'Admission'       the admission of the New Ordinary Shares to trading on AIM in
                  accordance with the AIM Rules

'AIM'             the AIM Market of the London Stock Exchange

'AIM Rules'       the rules governing the admission to and operation of AIM as
                  published by the London Stock Exchange from time to time

'Alternateport'   Alternateport Limited (registered in England and Wales under
                  company number 4120286)

'Application      the application form accompanying the Prospectus on which
Form'             Qualifying Shareholders may apply for Open Offer Shares under
                  the Open Offer and which forms part of the terms and
                  conditions of the Open Offer

'Board' or        the directors of the Company
'Directors'

'Capita           a trading name of Capita IRG Plc (registered in England and
Registrars'       Wales under Company number 02605568)

'Capital          the proposed reorganisation of the share capital of the
Reorganisation'   Company

'CMH' or          Catalyst Media Holdings Limited (a subsidiary of the Company
'Catalyst Media   registered in England and Wales under Company number 5483806)
Holdings'

'Combined Code'   the corporate governance code issued by the Financial
                  Reporting Council

'Company' or      Catalyst Media Group plc (registered in England and Wales
'Catalyst'        under Company number 3955206)

'Completion'      completion of the Placing and Open Offer

'CREST'           the computerised settlement system to facilitate the transfer
                  of title of shares in uncertificated form (as defined in the
                  CREST Regulations) operated by CRESTCo Limited

'CREST            the Uncertificated Securities Regulations 2001 (as amended)
Regulations'      (SI 2001/3755)

'Deferred         the non-voting deferred shares of 0.9p each in the capital of
Shares'           the Company to be created by the Capital Reorganisation

'EMI Scheme'      the enterprise management incentive scheme of the Company

'Enlarged Share   the entire issued ordinary share capital of the Company on
Capital'          Admission

'Eureka'          the Eureka Interactive Fund Limited (registered in the Cayman
                  Islands under registration number 93858)

'Evolution        Evolution Securities Limited (registered in England and Wales
Securities'       under Company number 2316630)

'Existing         the 714,319,736 ordinary shares of 1p each in issue at the
Ordinary          date of this announcement
Shares'

'Extraordinary    the extraordinary general meeting of the Company convened for
General Meeting'  10.00 a.m. on 4 April 2007, and any adjournment thereof
or 'EGM'

'Form of Proxy'   the form of proxy enclosed with the Prospectus for use by
                  Shareholders at the EGM

'FSA' or          the Financial Services Authority in the UK
'Financial
Services
Authority'

'FSMA'            Financial Services and Markets Act 2000 (as amended)

'Fully Diluted    the Enlarged Share Capital and assuming full exercise of all
Share Capital'    outstanding warrants and options on Admission, conversion of
                  the Notes and payment of the maximum amount that may become
                  due under certain agreements

'Group'           Catalyst Media Group plc and its subsidiaries at the date
                  hereof

'Investec'        Investec Bank (UK) Limited (registered in England and Wales
                  under company number 489604)

'Investec         the £18.625 million facility that has been arranged with
Facility'         Investec, of which the Company has drawn down £17.3 million

'Investec         the warrant issued by the Company pursuant to the warrant
Warrant'          instrument entered into by the Company on 29 September 2006

'Issue Price'     0.5p per New Ordinary Share

'LBO'             licensed betting office

'Loan Note        the loan note instrument entered into by the Company on 20
Instrument'       February 2003

'London Stock     London Stock Exchange plc
Exchange'

'New Ordinary     the Placing Shares and the Open Offer Shares
Shares'

'Notes'           the £160,000 6 per cent. convertible secured loan notes 2006
                  issued by the Company under the Loan Note Instrument

'Official List'   the Official List of the UK Listing Authority

'Open Offer'      the conditional offer by the Company to Qualifying
                  Shareholders to subscribe for the Open Offer Shares on the
                  terms and subject to the conditions set out in the Prospectus
                  and in the Application Form

'Open Offer       the 1,298,763,156 new Ordinary Shares which are the subject of
Shares'           the Open Offer

'Optionholders'   holders of options under the Share Option Schemes

'Ordinary         ordinary shares of 0.1p each in the capital of the Company to
Shares'           be created by the Capital Reorganisation

'Overseas         holders of Existing Ordinary Shares with registered addresses
Shareholders'     outside the UK or who are citizens of, incorporated in,
                  registered in or otherwise resident in, countries outside the
                  UK

'participant      the identification code or membership number used in CREST to
ID'               identify a particular CREST member or other CREST participant
                  'Placees' each of the persons to whom Placing Shares are
                  issued pursuant to the Placing

'Placing'         the conditional placing by the Company of the Placing Shares
                  at the Issue Price pursuant to the Placing and Open Offer
                  Agreement and the Placing Letters

'Placing and Open the conditional agreement dated 12 March 2007 between (1) the
Offer             Company, (2) the Directors, (3) Strand Partners and (4)
Agreement'        Evolution Securities

'Placing          the letters from the Company to the Placees relating to the
Letters'          Placing

'Placing          the 801,236,844 new Ordinary Shares which are to be issued by
Shares'           the Company pursuant to the Placing

'Proposals'       the proposals set out in the Prospectus including the Placing
                  and the Open Offer

'Prospectus'      the prospectus issued by the Company in respect of the Placing
                  and the Open Offer, together with any supplements or
                  amendments thereto

'Prospectus       the Prospectus Rules made by the UKLA under Section 73A(4) of
Rules'            FSMA

'Qualifying CREST Qualifying Shareholders whose Existing Ordinary Shares on the
Shareholders'     register of members of the Company on the Record Date are in
                  uncertificated form

'Qualifying       Qualifying Shareholders whose Existing Ordinary Shares on the
non-CREST         register of members of the Company on the Record Date are in
Shareholders'     certificated form

'Qualifying       holders of Existing Ordinary Shares on the register of members
Shareholders'     of the Company at the Record Date, other than certain Overseas
                  Shareholders

'Record Date'     the close of business on 8 March 2007

'Reef Warrant     the warrant instrument entered into by the Company on 26 May
Instrument'       2005

'Registrars' or   Capita Registrars
'Receiving
Agent'

'Resolution'      the special resolution to be proposed at the Extraordinary
                  General Meeting

'Securities       United States Securities Act of 1933, as amended, and the
Act'              rules and regulations promulgated thereunder

'Shareholders'    holders of Existing Ordinary Shares, and following the Capital
                  Reorganisation, holders of Ordinary Shares

'Share Option     the Newsplayer Group PLC 2000 Share Option Scheme
Plan'

'Share Option     the Share Option Plan and the EMI Scheme
Schemes'

'SIS' or          Satellite Information Services (Holdings) Limited (registered
'Satellite        in England and Wales under company number 01939932)
Information
Services'

'Strand           Strand Partners Limited (registered in England and Wales under
Partners'         company number 02780169)

'Strand           the warrant dated 5 September 2005 issued in favour of Strand
Warrant'          Partners giving it the right to subscribe for new Ordinary
                  Shares

'subsidiary'      shall have the meaning given to that phrase in section 736 of
                  the Act

'UK Listing       the Financial Services Authority acting in its capacity as the
Authority'        competent authority for the purposes of Part VI of FSMA

'United Kingdom'  the United Kingdom of Great Britain and Northern Ireland
or 'UK'

'United States'   the United States of America, its territories and possessions,
or 'US'           any state of the United States of America and the district of
                  Columbia and all other areas subject to its jurisdiction

'US person'       a citizen or permanent resident of the United States, as
                  defined in Regulation S promulgated under the Securities Act

This announcement does not constitute, or form part of, an offer to sell, or the
solicitation of an offer to subscribe for or buy any of the New Ordinary Shares
to be issued or sold in connection with the Placing and Open Offer. Any decision
to invest in the New Ordinary Shares should only be made on the basis of
information in the Prospectus which will contain further details relating to the
Placing and Open Offer and Capital Reorganisation and Catalyst in general, as
well as a summary of the risk factors to which an investment in the New Ordinary
Shares is subject. The Prospectus is expected to be issued today. In addition,
the Prospectus will contain a notice convening the EGM.

This announcement is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to, or for the
account or benefit of, US Persons absent registration or an exemption from
registration. The New Ordinary Shares to be issued pursuant to the Placing and
Open Offer have not been and will not be registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States, and
the New Ordinary Shares issued as part of the Placing and Open Offer may not be
offered, sold, delivered, renounced or transferred, directly or indirectly,
through CREST or otherwise, in the United States or to, or for the account or
benefit of, US persons (subject to certain exceptions). All persons, including
custodians, nominees and trustees, must observe these restrictions and may not
send or distribute this announcement, or any other document connected with the
Placing and Open Offer in or into the United States.

Strand Partners, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as Nominated Adviser to Catalyst, and
for no one else in relation to the Placing and Open Offer and Capital
Reorganisation and will not be responsible to anyone other than Catalyst for
providing protections afforded to customers of Strand Partners or for providing
advice in relation to the Placing and Open Offer and the Capital Reorganisation
or on any matter referred to herein.

The contents of this announcement have been approved by Strand Partners for the
purposes of section 21(2)(b) of FSMA. The release, publication or distribution
of this announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe
any such restrictions.

Prices and values of, and income from, the Ordinary Shares may go down as well
as up and an investor may not get back the amount they have invested. It should
be noted that past performance is no guide to future performance. Persons
needing advice should consult an independent financial adviser.

Not for release, publication or distribution in whole or in part in or into the
United States, Canada, Australia, the Republic or Ireland, South Africa or
Japan.






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