Brainhunter Inc.

Brainhunter Inc.

January 15, 2007 17:10 ET

Brainhunter Announces Convertible Notes Financing of $2.0 Million

Insiders Subscribe for Approximately 75% of Financing or $1.5 Million

TORONTO, ONTARIO--(CCNMatthews - Jan. 15, 2007) -


Brainhunter Inc. ("Brainhunter") (TSX:BH) is pleased to announce that it has received preliminary approvals and price protection for a Convertible Notes financing of $2.0 Million (the "Convertibles").

The Convertibles have a two (2) year term from closing with a 10% interest rate. Interest for the Convertible Notes will be calculated from date of the last interest payment made on the Convertible Note. Interest shall be paid either: (a) quarterly in arrears in Brainhunter common shares, issued at the volume weighted, average trading price during the last 20 trading days prior to the end of the relevant quarter, or (b) in cash accrued and compounded monthly, payable at the end of the term or when the Notes are redeemed whichever is first. The Noteholder shall have the option of selecting the type of interest repayment, provided that the repayment in Brainhunter common shares shall be subject to the limitation that no more than a 25% dilution results from all of the shares issuable pursuant to this Convertible Note offering, as calculated by the Toronto Stock Exchange. The Convertible Notes are convertible into Brainhunter common shares at $0.75 per share. Each $1,000 of Convertibles receives 500 common share purchase warrants at an exercise price of $0.60 for a period of two (2) years from closing (the "Warrants"). Brainhunter has the option of redeeming the Convertibles at any time. The Notes will be redeemable by the Company at any time in $250,000 increments, such redemption to be offered to investors on a pro rata basis.

Management and Insiders have committed to purchasing approximately 75% of the financing or $1,500,000, in accordance with regulatory guidelines. Of this amount the Chairman / CEO together with two of the directors have committed to $1,300,000. The remainder is from other employees of Brainhunter.

Agent's fees may be paid on the financing in the amount as follows: Cash fees of 3% of gross proceeds and up to 266,667 warrants issued on the same terms as the Warrants, on all funds not provided by insiders.

Regulatory approval requires closing of the transaction on or before January 30, 2007. The use of proceeds is for working capital purposes to fund growth opportunities from both existing operations and acquisitions and to provide underlying subordinate capital support for senior debt facilities.


Brainhunter is a technology based software and services company providing Human Capital Management Solutions and Services ("HCM"). Brainhunter's business is focused on using the Brainhunter Recruiting and Staffing Technology Platform to provide fully integrated end-to-end recruiting and staffing services and solutions in the following market sectors: Information Technology, Engineering and Health Care.

These services are provided to customers throughout Canada, the United States and globally under the brand Brainhunter. Brainhunter's multifaceted revenue stream is in seven related practice areas including:

Contract Staffing (Annuity Revenue), Permanent Staffing (Transaction Fees / Retainers), Specialized Job Boards (Posting Fees / Subscriptions), Technology Sales (Licenses / Services), Professional Services / Solutions Delivery (Project Revenue), Business Process Outsourcing ("BPO") Centre (Annuity Revenue), Infrastructure Services (Annuity Revenue)

Brainhunter's Technology Platform and Best practices strive to deliver the most cost effective and flexible recruiting and staffing solutions in the marketplace today. We offer solutions that are modular in nature and are customizable to suit both small and large scale businesses. Brainhunter's customer base includes over 200 of North America's leading corporation's plus over 30 federal and provincial government departments. Brainhunter's Job Seeker Database currently holds over 1.2 million professional resumes and is one of the largest active databases for professional staffing in North America.

Brainhunter is a publicly traded company with a senior listing on the Toronto Stock Exchange (TSX:BH). Brainhunter deploys over 1,600 Contractors / Consultants with an internal staff of over 250 personnel. The Company has delivery capability in Toronto, Ottawa, Maritimes, Montreal, Calgary, Edmonton, Vancouver, select US jurisdictions, activities in Dalian China, and a BPO office in Hyderabad, India.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information