Notice of EGM - Replacement

Yoomedia PLC
08 September 2006

The following amends the Notice of EGM announcement released today under RNS
number 68161 at 9.15am.


The date of the EGM is 3 October 2006 and not 2 October 2006 as previously
stated.


All other details remain unchanged and the full amended announcement appears
below.




            YooMedia plc / Ticker: YOO / Index: AIM / Sector: Media


8 September 2006

                    YooMedia plc ('YooMedia' or 'the Group')

                                 Notice of EGM



YooMedia plc, the AIM-traded interactive content and services provider is
convening an Extraordinary General Meeting ('EGM') to be held at Northumberland
House, 155-157 Great Portland Street, London W1W 6QP on 3 October 2006 at 10.00
a.m.



As previously communicated to shareholders, over the last nine months the Board
has endeavoured to strengthen YooMedia's balance sheet, focus the Group on
serving its business customers' business to business activities, and restructure
its organisation appropriately. These actions have not only been precipitated by
internal considerations but more importantly by rapid and significant changes in
the industry in which the Group operates.  Key to the effectiveness of these
actions is the availability of finance; both equity and debt in the correct
ratio. The proposals to be presented to shareholders for approval at the EGM are
part of this process. The Board considers that these proposals are important to
ensuring the ongoing financial health of the Group, and they are recommended to
shareholders by the Board.



YooMedia has, during a challenging commercial period, won significant contracts
and formed strategic partnerships with major industry entities. These contracts
illustrate the value of the skills, proprietary technology and experience of
YooMedia and its team in an exciting and growing sector. At the same time, the
process of restructuring and consolidation has continued and the Group is now
entering the real delivery stage of its development.  Its results alone will
confirm the wisdom of the actions it has taken.  On 24 August 2006, the Group
announced that it had entered into a joint venture with SGI Limited ('SGI'), a
company backed by Mr Peter Shalson. Contemporaneous with this joint venture, the
Group has entered into an agreement with Yieldtown Limited ('Yieldtown'), a
company owned by Mr Peter Shalson, under which it is proposed to grant Yieldtown
the option to subscribe for a number of Ordinary Shares in the Company in the
terms set out below.



Further, over the past few months the Directors have taken a number of steps to
improve and enhance the Group's position and to review funding options for the
business, as part of which it entered into a loan agreement with Mr Leo Noe in
the terms set out below. Also, and as previously announced on 21 July 2006, as
part of its refinancing of its facilities with Lloyds Bank plc the Group
announced that it had made alternative funding arrangements with Mentor
Marketing and Investment Limited ('Mentor'). As part of these arrangements, and
subject to shareholder approval, the Group has agreed to grant to Mentor the
Mentor Warrants.



The purpose of the circular being sent to shareholders ('the Circular') is to
seek shareholder approval to constitute the Option Agreement and the Warrant
Instruments and to authorise the Directors to allot and issue shares pursuant to
the Noe Conversion for the Option, the Noe Conversion and the Noe and Mentor
Warrants, to enter into the Option Agreement and also to seek the approval of
shareholders to authorise the Directors to both allot Ordinary Shares generally
and to allot Ordinary Shares otherwise than on a pre-emptive basis following the
EGM.



The Directors have examined a range of suitable fundraising options available.
After careful consideration, the Directors believe that the constitution of the
Warrant Instruments, entering into of the Option Agreement and the Noe
Conversion is in the best interests of Shareholders as a whole.



The Option



On 25 August the Group announced that it had entered into a joint venture
agreement with SGI, under which it assigned the intellectual property rights to
the Group's innovative Real Time Messaging System and certain rights to the game
of Tringo, a mixture of Bingo and Tetris, on TV to the joint venture.  YooMedia
further undertook to use its best efforts to obtain the novation of certain
contracts relating to Tringo and the Real Time Messaging System to the joint
venture company. Contemporaneous with this joint venture agreement, the Group
entered into the Option Agreement with Yieldtown as more fully set out in the
Circular.



The Noe Conversion and Warrants



On 24 March 2006, the Group entered into a loan agreement with Mr Leo Noe for
the provision of short-term funding in the amount of £500,000. The Directors
have used a proportion of their existing authority to issue Ordinary Shares in
part satisfaction of the Noe Loan as set out in the Circular. It is now proposed
to satisfy the balance of that loan through the issue and allotment, credited as
fully paid, of the Noe Shares and the Noe Warrants. The outstanding balance of
the Noe Loan is £219,432. It is intended, subject to shareholder approval at the
EGM, to satisfy the existing balance of the Noe Loan by the issue of 10,521,583
New Ordinary Shares to Mr Noe at a price of 2 pence per Ordinary Share and the
issue of the Noe Warrants. Each Noe Warrant entitles Mr Leo Noe to subscribe for
one new Ordinary Share at a subscription price of 1.75 pence per Ordinary Share
exercisable for a period of 3 years from the date of the adoption of the Noe
Warrant Instrument and it is proposed to issue 1,178,418. The constitution of
the Noe Warrant Instrument and the grant of the Noe Warrants is subject to the
approval of shareholders at the EGM. Further details regarding the terms of the
Noe Warrants are set out in the Circular.



The Mentor Warrants



On 21 July 2006, YooMedia entered into a financing agreement with Mentor under
which Mentor agreed to provide the Group with financing of up to £2,400,000. An
initial £1,380,000 was provided by Mentor on signature of the financing
agreement, and the remainder was to be drawn down subsequently upon the
fulfilment of certain specified conditions. To date a further £375,000 has been
drawn down. As part of this financing agreement, the Group agreed, subject to
shareholder approval, to grant Mentor warrants for Ordinary Shares having an
aggregate subscription value equal to £1,000,000, the value of each Ordinary
Share to be calculated at 1.63 pence. It is therefore proposed, subject to the
approval of shareholders at the EGM, to grant warrants to Mentor in respect of
61,353,000 Ordinary Shares pursuant to the terms of the Mentor Warrant
Instrument. Each Mentor Warrant entitles Mentor to subscribe for one new
Ordinary Share at a subscription price of 1.63 pence per Ordinary Share
exercisable for a period of three years from the date of the adoption of the
Mentor Warrant Instrument. The constitution of the Mentor Warrant Instrument and
the grant of the Mentor Warrants is subject to the approval of shareholders at
the EGM. Further details regarding the terms of the Mentor Warrants are set out
in the Circular.



Irrevocable Undertakings



The Directors have irrevocably undertaken to vote in favour of all of the
Resolutions in respect of their own shareholdings amounting in aggregate to
56,149,949 Ordinary Shares, representing approximately 8.93 per cent. of the
Existing Issued Share Capital.



                                  * * ENDS * *



For further information, visit www.yoomedia.com or contact:



YooMedia plc

Neil MacDonald, Group Managing Director

Tel: [phone]



St Brides Media & Finance Ltd

Isabel Crossley

Tel: [phone]





About YooMedia plc

YooMedia is one of the fastest growing interactive entertainment companies in
the UK.  Essentially, it develops and delivers premium interactive content and
services to households and individuals via TV, the web, telephony and mobile
phones.  It has four main divisions:

•  YooMedia Dating - manages dating brands including Dateline and
   Avenues from over 20 locations throughout the UK. Operates across traditional
   media, digital TV, internet and mobile phones.

•  YooMedia Gambling & Games - interactive fixed odds, play for fun
   casino and poker related games services for digital TV, the web and mobile
   phones.  Brands include Channel 852, operated on behalf of William Hill, and
   Avago, which was established by YooMedia and is now managed on behalf of Gala
   Group.

•  YooMedia Interactive Services - delivers interactive content
   that enhances consumer and audience experiences.  Customers include the BBC,
   Nestle, Celador, Channel 4, The Cartoon Network, Anheuser Busch, and HR Owen.

•  YooMedia Public Sector - provides digital solutions/media
   services to leading public sector organisations including the NHS Direct
   Interactive TV service, the Learning and Skills Council TV Kickstart service 
   and a range of local authority TV services.



The Group's experienced management team includes: Chairman, Dr. Michael
Sinclair, who holds a number of directorships in both the UK and the USA having
previously founded Lifetime Corporation; and Managing Director, Neil MacDonald,
whose career spans 11 years in multimedia and interactive sectors plus a further
19 years in the retail industry.






                      This information is provided by RNS
            The company news service from the London Stock Exchange