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Call Genie Inc. Announce Proposed Financing, To Be Undertaken With The Assistance Of National Bank Financial and GMP Securities L.P.
March 1, 2006
Call Genie Inc. (TSX-V: GNE) announced today that it has signed an Engagement Letter with National Bank Financial Inc. respecting a proposed offering of $10 million of common shares, at a price to be determined in the context of the market at the time pricing is set.
National Bank Financial Inc. and GMP Securities L.P. have agreed to act as agents for purposes of the offering.
The Engagement Letter entered into with National Bank Financial Inc. contemplates that common shares will be offered for sale, on a private placement basis, in reliance upon applicable prospectus and registration exemptions. Call Genie has agreed that it will, upon successful completion of the Offering, pay a 6% commission to the Agents and issue to the Agents broker warrants entitling them to acquire, in the aggregate, a number of common shares equal to 6% of the total number of common shares sold in connection with the Offering, at an exercise price per share equal to the price at which common shares are sold under the Offering.
Call Genie expects to utilize the net proceeds of the Offering to support the ongoing effort to introduce its Enhanced Voice Directory technology into certain United States markets and other international markets, to fund research and development initiatives and for general working capital purposes.
Closing of the proposed private placement is expected to take place on or about March 21, 2006 and is conditional upon receipt of all necessary approvals and the satisfaction of other customary conditions, including completion by the Agents of due diligence inquiries and the execution and delivery of a definitive agency agreement between Call Genie and the Agents.
Certain information set out in this News Release, including the proposed uses of the net proceeds from the Offering and the Corporation's international expansion plans, constitute forward-looking information. Readers should review the cautionary statement respecting forward-looking information that appears at the end of this News Release.
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About Call Genie
Call Genie's HelloYellow™ service is operational in the Greater Toronto Area by dialing 310-YELO. The service is the first of its kind in the world. Call Genie partnered with the Yellow Pages Group in December 2003 and began the commercialization of the service in September of 2005.
Call Genie is a provider of enhanced voice directory services. Call Genie's services include the development of interactive voice recognition applications, marketing and sales planning, operational support, and the management of related technologies and network operations center components. Call Genie is a leader in the voice sector of the interactive, local directory services market - the business of bringing together consumers and merchants. Please visit our website at www.callgenie.com.
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NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE U.S.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF THE CORPORATION IN ANY JURISDICTION.
The TSX Venture Exchange has neither approved nor disapproved the contents of this news release.
Certain statements included in this News Release are not historical facts, but rather are forward-looking statements. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "anticipate" or "will" and similar expressions) may include plans, expectations or opinions that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of Call Genie as at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These factors include such things as the ability to successfully market securities of the Corporation for sale pursuant to available prospectus and registration exemptions, volatility in the trading price and volumes of the Corporation's publicly traded securities, the inherent risks associated with research and development activities and commercialization of emerging technologies, timing of execution of various elements of the Corporation's business plan, the availability of human resources, the availability of financial resources (including third-party financing), prevailing interest and exchange rates and new laws (domestic or foreign). Forward-looking information respecting the Corporation's international expansion plans is based upon the current budget and development plans of Call Genie, which are subject to change. Call Genie Inc. does not assume responsibility for the accuracy and completeness of the forward-looking statements and does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Call Genie Inc.'s forward-looking statements are expressly qualified in their entirety by this cautionary statement. Additional information relating to various risk factors to which Call Genie is exposed in the conduct of its business (and which may affect the expectations or outcomes reflected in the forward-looking statements contained in this news release) are described in the 2004 Annual Information Form filed by Call Genie on March 31, 2005 and other materials filed by Call Genie with certain securities regulatory authorities in Canada. The Annual Information Form and such other materials are available through SEDAR, at www.sedar.com.
