Brainhunter Inc.
TSX : BH

Brainhunter Inc.

September 28, 2005 17:36 ET

Brainhunter Announces Convertible Notes Financing of up to $8.0 Million

TORONTO, ONTARIO--(CCNMatthews - Sept. 28, 2005) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION TO CANADIAN INVESTORS ONLY.

CONVERTIBLE NOTE FINANCING PROVIDES WORKING CAPITAL BASE FOR GROWTH OPPORTUNITIES

Brainhunter Inc. (TSX:BH) ("Brainhunter") is pleased to announce that it has received preliminary approvals and price protection for a Convertible Notes (the "Convertibles") financing of up to $8.0 Million.

The Convertibles have a three (3) year term from closing with an 8% interest rate, paid quarterly in arrears. The Convertibles are convertible into Brainhunter common shares at $1.50 per share. Each $1,000 of Convertibles receives 500 common share purchase warrants at an exercise price of $1.00 for a period of three (3) years from closing. Brainhunter has the option of redeeming the Convertibles after twelve (12) months from closing, assuming the Brainhunter share price has tracked at or greater than $2.00 for a specified trading period. Management and Insiders have committed to purchasing approximately 25% of the financing or $2.0 Million.

Closing is anticipated on or before October 12, 2005. 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 being used to fund the two acquisitions recently announced. On closing, the two acquisitions are expected to double sales and more than double EBITDA.

About Brainhunter Inc.

Brainhunter is a ISO 9001:2000 Certified "Technology Driven Services Business". The Company uses its Recruiting and Staffing Technology Platform to provide a competitive advantage in building a Services Practice around the Contract Staffing sector of the economy, a sector that represents over 12% of the GDP in North America and is expected to grow to 20% over the next five years.

Brainhunter specializes in providing end-to-end recruiting and staffing solutions and services in IT, Engineering, Industrial and Health Care professionals, on a full time and contract basis, along with web enabled software solutions handling all aspects of the recruiting and staffing relationship between customer, contractor and agency, including all back office functions and the outsourcing of specialized business processes. Technology and services are provided to customers throughout Canada, the United States and globally under the brand Brainhunter, and drives a multifaceted revenue stream in seven related practice areas including:

1. Contract Staffing (Annuity Revenue) - High Growth / Full Service / Administrative

2. Permanent Staffing (Transaction Fees / Retainers) - Strategic Service / Full Service / Virtual Agency

3. Specialized Job Boards (Posting Fees / Subscriptions) - High Growth / Traditional Job Posting Model (Customers)/ Reverse Job Posting Model (Job Seekers) / Database Access Model (Customers)

4. Technology Sales (Licenses / Services) - Strategic Service / Applicant Tracking / System / Vendor Management System / Back Office Systems

5. Professional Services / Solutions Delivery (Project Revenue) - Strategic Service / Brainhunter Technology Platform Development, Support, Customization / Outsourcing

6. Business Process Outsourcing ("BPO") Centre (Annuity Revenue) - High Growth / 24/7 Recruiting Support / Sales and Customer Support / 24/7 Telemarketing / Joint Venture Outsourcing of Specialized Business Processes / Including Software Development

7. Infrastructure Services (Annuity Revenue) - High Growth / Back Office Administration / Receivables Factoring / Recruiting Support

Brainhunter's Technology Platform and Best practices are believed to deliver the most cost effective, flexible and customizable recruiting and staffing solutions and processes in the marketplace today. The Platform is deployed internally and is sold externally in a modular capacity or as a fully integrated end-to-end solution on an ASP Model to customers in conjunction with Brainhunter's extensive Job Board Technology and Job Seeker Database capability (over 1 million professional resumes). It is supported by the Company's Professional Services division, which employs approximately 100 highly specialized, fully billable technical employees operating on a highly profitable outsourcing business model.

Brainhunter is a publicly traded company with a senior listing on the Toronto Stock Exchange. Brainhunter deploys over 800 Contractors / Consultants with an internal staff of approximately 150 personnel. The Company has offices in Toronto, Ottawa, Calgary, Vancouver, a correspondence relationship in China and a BPO office in India.

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

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