LiveDeal, Inc. (NASDAQ: LIVE), a provider of web-based customer acquisition and related products for small local businesses, announced today its receipt of an executed term sheet from a prospective investor based in Japan (“Investor”), setting forth certain terms and conditions of a proposed $1,500,000 investment in LiveDeal.

The term sheet, which is legally non-binding, provides that Investor and certain co-investors would purchase an aggregate of 600,000 newly issued shares of LiveDeal’s common stock at a purchase price of $2.50 per share.

Investor and its co-investors would also be entitled to appoint up to five members of LiveDeal’s board of directors, who could be current directors or new appointees, subject to applicable rules and regulations of the Securities and Exchange Commission and The NASDAQ Stock Market.

The proposed investment transaction is subject to certain conditions, including the completion of Investor’s due diligence review of LiveDeal, the parties’ execution and delivery of a definitive stock purchase agreement, and the approval of LiveDeal’s stockholders. Unless and until a definitive stock purchase agreement is executed and stockholder approval is obtained, Investor will not be obligated to consummate the proposed investment.

LiveDeal also announced its submission of a plan to regain compliance with certain requirements for the continued listing of its common stock on the Nasdaq Capital Market. As previously disclosed, on May 18, 2011, LiveDeal received a letter from Nasdaq’s Listing Qualifications Department informing LiveDeal of its failure to comply with Listing Rule 5550(b)(1), which requires the company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market. As of March 31, 2011, LiveDeal had stockholders’ equity of $2,124,183.

After the Nasdaq staff reviews LiveDeal’s compliance plan, the staff will provide the company with written notice of its decision. If the Nasdaq staff rejects the company’s compliance plan, LiveDeal will have the opportunity to appeal any resulting delisting determination or public reprimand letter to a Nasdaq hearings panel. During the review period described above, including any extension thereof, and the pendency of an appeal (if any), LiveDeal’s common stock will continue to be traded on the Nasdaq Capital Market.

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