For Immediate Release                                                          PDF

OMT ANNOUNCES NEW FINANCING AND FINANCIAL RESTRUCTURING PLAN
OF $5.7 - $6.5 MILLION

Winnipeg, Manitoba, November 10, 2004 – OMT Inc. (“OMT”) (TSX Venture: OMT) announced today that the Board of Directors has approved a plan to raise additional capital to fund the company’s growth plans and to simplify its existing capitalization structure.

Mr. Scott Farr, President and CEO, commented, “This financing will allow us to underscore our commitment to the radio broadcasting industry and accelerate the growth of our Intertain digital media entertainment services.”

The key elements of the financing plan include:

• up to $4.8 million in new convertible debentures at an 8% coupon rate;

• redemption of all outstanding preferred shares with a face value of $2.0 million;

• additional $1.7 million in common shares issued at the market price ($0.10 per share) as partial consideration for the preferred share redemption;

• retirement of subordinated debt and accrued interest of approximately $570,000;

• reduction in priority interest return on all financing to 8% pre-tax; and

• elimination of the potential retraction of preferred shares.

Dr. Jack E. Peterson, Chairman of the Board, stated, “This financing plan clearly demonstrates a shared belief in the company’s business opportunities and continued support by the senior investors.”

The financing will be undertaken by ENSIS Growth Fund Inc., ENSIS Investment Limited Partnership (collectively, “ENSIS”), Renaissance Capital Manitoba Ventures Fund Limited Partnership (“Renaissance”), and Wellington West Capital Inc. ("Wellington"). A summary of the proposed transactions is set forth below.

Wellington, an independent investment dealer with offices located throughout Canada, will act as the principle agent on a best efforts basis to privately place a minimum of $1,000,000 to a maximum of $1,400,000 worth of debentures (the “Maximum Offering”) with accredited investors in such Canadian jurisdictions as may be determined by OMT and Wellington. The private placement shall consist of 4 year 8% subordinate convertible debentures that shall be convertible into common shares of OMT at a price equal to $0.10 per share for two years, $0.11 in year three and $0.12 in year four.  Wellington will be paid a commission of 7% of the gross proceeds and will receive broker warrants equal to 10% of the gross proceeds of the Offering. Each broker warrant will entitle Wellington to purchase one common share of OMT at a price of $0.10 for a period of two years from the date of issuance.

In a conditional agreement with OMT, ENSIS will make an investment in OMT of up to $840,000 (based upon completion of the Maximum Offering) in subordinate convertible debentures on the same terms as the private placement. As part of the agreement, ENSIS will restructure its existing subordinated loan to OMT (in the approximate amount of $570,000) into convertible debt on the same terms.

OMT has also reached a conditional agreement with ENSIS and Renaissance on the restructuring of the preferred shares of OMT. These preferred shares were originally issued in August of 2001 in an aggregate principal amount of $2,000,000 to Renaissance and ENSIS. OMT intends to redeem all of the issued and outstanding preferred shares on the terms provided in its articles. Following the redemption of the preferred shares, ENSIS and Renaissance will re-invest the principal amount of the preferred shares into a four-year convertible debt under the same terms as the private placement. OMT has agreed to issue, at a deemed price of $0.10 per share, approximately 16,900,000 common shares to Renaissance and ENSIS to satisfy the 20% annual return required under redemption.

It is expected that the foregoing transactions will close in early December 2004, subject to regulatory approval. The terms of the foregoing transactions are subject to, among other things, the approval of the TSX Venture Exchange and receipt of certain shareholder approvals.

FOR FURTHER INFORMATION PLEASE CONTACT:
Scott Farr
Tel: 204.795.0790
Email: sfarr@omt.net

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