Re: Acquisition - Replacement

Catalyst Media Group PLC
01 June 2005



1 June 2005

The following replaces the announcement released on 27 May 2005 at 07:00 under
RNS number 8351M. The changes to the announcement are as follows; 'New funding
in the amount of £704,600' not '£674,600' as previously stated and 'Catalyst
also announces that it has placed 7,274,286 shares of 1p each ('Shares') at a
price of 3.5p per share to raise a total of £254,600 before expenses
('Placing').' not '6,417,143 shares' and '£224,600' as previously stated. The
percentage shareholding for Adam Cohen and Jennifer Sultan has therefore changed
to 7.961% and 7.649% respectively. The following sentence 'Admission is
anticipated to be effective from 3 June 2005.' should also be disregarded.

The full text of the amended announcement can be read below.

Catalyst Media Group plc
('Catalyst' or the 'Company')

Suspension of shares pending proposed Reverse Takeover
New funding in the amount of £704,600
Board changes

The Company announced on 12 November 2004 that it was in advanced negotiations
to acquire a 20 per cent stake in Satellite Information Systems (Holdings)
Limited ('SIS') from United Business Media plc ('SIS Acquisition'). The SIS
Acquisition would constitute a reverse takeover in accordance with the AIM
Rules. Accordingly, the Company announced the suspension of its ordinary share
capital from trading on the AIM market of the London Stock Exchange. The Company
announces that these negotiations are continuing and expects to be in a position
to update shareholders on progress by 1 July 2005. In the interim the shares
remain suspended.

Under the AIM rules, the Company is required to publish its annual accounts for
the financial year ended 30 October 2004 by 30 April 2005. The Company is
proposing to delay publication pending the outcome of negotiations regarding the
SIS Acquisition.

Catalyst also announces that it has placed 7,274,286 shares of 1p each
('Shares') at a price of 3.5p per share to raise a total of £254,600 before
expenses ('Placing'). In addition Catalyst announces that the group has raised
£450,000, before expenses, by way of a secured loan ('Loan') from Reef
Securities Limited ('Reef'), a company which is wholly owned by Steven Smith.
The Loan is secured by a charge over certain assets of the Catalyst group. Reef
has also been issued with 18,000,000 warrants, exercisable at any time prior to
27 May 2010, to subscribe for, in aggregate, 18,000,000 Shares at 2.5p per
share. Under the requirements of the Companies Act 1985, certain transactions
with directors first require the approval of shareholders in general meeting. In
order to ensure that the requisite working capital is available to the Company
on a timely basis and to avoid any conflict of interest in the future with
regard to the Loan, Steven Smith has resigned as a Director of the Company, but
will remain as a consultant for the purpose of concluding the SIS Acquisition.
The net proceeds of the Placing and the Loan will be used to provide working
capital for the Company. The Directors of Catalyst consider, having consulted
with Strand Partners Limited, that the terms of the Loan are fair and reasonable
in so far as shareholders are concerned. Application will be made for the Shares
to be admitted to trading on AIM.

Anna Goodsell ACA (aged 30), currently Group Financial Controller and Company
Secretary, will assume the role of Chief Financial Officer and will be appointed
a Director of the Company on completion of the SIS Acquisition. Prior to joining
Catalyst in June 2004 Anna was Group Finance Manager for Starbucks Coffee
Company UK Limited. Anna qualified with Arthur Andersen in 2000.

Adam Cohen, executive director, is stepping down from the board with effect from
26 May 2005 in order to concentrate on developing Global Media Services, Inc
('GMS'), the Group's New York based media services business. Under the terms of
the agreement entered into at the time of the acquisition of GMS, Adam Cohen and
Jennifer Sultan will receive 2,856,000 and 2,744,000 Shares respectively in full
and final settlement of all further consideration due under the GMS agreement.
These shares may not be disposed of prior to 31 October 2005. This will bring
their shareholdings to 15,130,419 and 14,537,070 representing 7.961% and 7.649%
respectively.

Other than as set out below there is no further information to be disclosed
under paragraph (f) of Schedule 2 to the AIM Rules in respect of Anna Goodsell.

Previous directorships:

Soundwish Limited

For further information, please contact:

Paul Duffen, Chief Executive
Catalyst Media Group plc
[phone]




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