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Montreal, Canada Mamma.com Inc. (the "Company") (NASDAQ: MAMA) today announced that Copernic Technologies Inc. has decided it no longer wishes to pursue a sale transaction with the Company. On November 25, 2004 the Company had announced its intention to acquire Copernic. Prior to this development the transaction was expected to close on or before May 31, 2005. Copernic advised the Company that the announcement on April 12, 2005 that the informal investigation being conducted by the Securities and Exchange Commission (SEC) has recently been converted to a formal investigation makes it impossible for Copernic to complete the proposed transaction. The Company believes that the SEC's decision to formalize its investigation will not have any impact on the Company's ability to fulfil its obligations under the letter of intent or otherwise complete the proposed acquisition. Until Copernic informed the Company that it was terminating the letter of intent, management believed that negotiations were proceeding favourably and that a definitive agreement would be signed shortly. The Company is reviewing its entitlement to break fees under the letter of intent. The Company will continue to seek out and pursue strategic acquisitions deemed appropriate by its board of directors. About Mamma.com Inc. Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filings with the United States Securities and Exchange Commission and the Ontario Securities Commission and include but are not limited to whether 2004 financial statements will be issued and filed, and if so when, whether prior year audit reports will be withdrawn and what conclusions result from the investigation being carried out under the Audit Committee's supervision. The Company expressly disclaims any intent or obligation to update any description of the scope, focus or subject matter of the statements in this press release. |
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