Verb Exchange Inc.

December 05, 2007 13:47 ET

Verb Exchange Announces Brokered Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 5, 2007) - Verb Exchange Inc. (TSX VENTURE:VEI) is pleased to announce that it has engaged Magna Partners Ltd. and Desjardins Securities Inc. (the "Agents"), on a commercially reasonable efforts basis, to complete a brokered private placement of up to 12,937,500 units (the "Units") at a price of $0.40 per Unit, for gross proceeds of up to $5,175,000. Each Unit will consist of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire an additional common share at a price of $0.60 per share for 18 months, subject to acceleration in certain circumstances. In addition, the Company has granted an Over-Allotment Option entitling the Agents to purchase up to an additional 1,940,625 Units at $0.40 per Unit. All securities will be subject to a four month hold period.

For acting as Agent, the Agents will receive a 7.5% cash commission and broker options entitling them to purchase 6% of the number of Units sold pursuant to the private placement, at a price of $0.40 per unit, for a period of 18 months.

Verb intends to use the proceeds of the private placement to further expand its global reach. "Our team is executing its subscriber acquisition strategy in support of our vision. Verb's vision is to enable an extensive worldwide population of its users to call or text family, friends and associates around the world at subsidized or free rates, from any phone, be it landline or mobile," said Verb's Chairman, Jeff Durno. "Our deep insights and relationships in the areas of global calling and international text, integrated with our contextual ad-serving capabilities will help us to achieve our vision."

About Verb Exchange:

Verb Exchange Inc. is a digital media company deploying modular applications that integrate mobile, web and desktop communications with leading-edge analytics and ad-serving technology to create the ultimate relationship marketing platform.

This year, Backbone Magazine and The Globe and Mail ranked Verb Exchange Inc. as the #1 Canadian Tech Company for showing the most significant performance increase year on year. Business in Vancouver listed Verb Exchange Inc. as #1 in its list of Top 100 Fastest Growing Companies in BC. It was ranked based by percentage growth in revenue between 2002 and 2006.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

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

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