The merger will be effected concurrent with fund-raising that will finance the Company's next phase of expansion, which will include both the acquisition of current community-specific wireless broadband suppliers, and the startup of Company operations in targeted communities that lack a viable supplier.

Specifically, Yonder Media will become a publicly traded entity, opening the door to further capital investment and continued rapid expansion. Additionally, the transaction allows Yonder Media to enhance its Internet commerce and affiliate marketing capabilities that are a part of its YonderSpot custom community Web portals.

Yonder Media Chairman & CEO Craig Vallarino commented, "Commission River's powerful Internet commerce and affiliate marketing software provides us with an important cornerstone as we grow our diversified broadband access and Internet media business to serve rural consumers and businesses. The combination will provide not only additional content for our subscribers, but also local and national advertising, a platform for distance learning and tele-medicine, and the rich, exciting entertainment that urban areas presently enjoy."

With this merger, Yonder Media obtains a suite of Internet marketing software tools designed to monetize media and advertising opportunities. The addition of Commission River is key to Yonder Media's overall growth strategy, which includes a series of acquisitions to access new markets, increase its subscriber base and build its advertising and e-commerce platforms tailored exclusively for rural Americans.

"Yonder Media represents an excellent and timely reward for our investors with an merger agreement that results in favorable valuation and an excellent destination for our affiliate marketing platform," said Robert Bench, CEO of BayHill Capital.

The agreement envisions a new Board of Directors appointed by Yonder Media; Yonder Media executives will head the Company, and the name of the company will be called Yonder Media Inc. Vallarino said that Yonder Media intends to expand employment, providing jobs and increased opportunities for rural citizens.

Yonder Media intends to expand to more than 500 rural communities in 28 states from its current base of 22 rural markets in California and Nevada, where it provides consumers and businesses with cost effective broadband Internet connections, its own brand of customized content, communication services such as VoIP and the reliable, persistent connections for endeavors such as online education.

By Robert Hoskins

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