Brainhunter Inc.
TSX : BH

Brainhunter Inc.

October 06, 2005 08:27 ET

Brainhunter Finalizes Terms of Ottawa Acquisition

TORONTO, ONTARIO--(CCNMatthews - Oct. 6, 2005) - Brainhunter Inc. (TSX:BH) -

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

The Brainhunter - AJJA Merger Creates One of the Largest IT Consulting Companies in Ottawa

Brainhunter Inc. ("Brainhunter") (TSX:BH) is pleased to announce that it has finalized the terms of the acquisition of AJJA Information Technology Consultants Inc. ("AJJA"), an Ottawa based IT Consulting company. This acquisition increases Brainhunter's Ottawa presence to approximately $70.0 million in sales and doubles the earnings of our Ottawa based business. The merger of Brainhunter and AJJA will result in the consolidated Ottawa business increasing its multi-year Standing Offer backlog by approximately $70 million. The customer base is very complementary providing a major presence with key customers in Ottawa. Additionally, AJJA brings twenty-five years of impeccable relationships with both consultants and customers. The personnel fit is equally complementary, resulting in a sales and recruiting organization second to none in the industry.

States John McKimm, Chairman & CEO of Brainhunter, "The AJJA transaction is a perfect fit with Brainhunter in all respects (people, customers and culture). The AJJA team has built an incredible organization based on integrity, discipline and fairness. We believe the merger of the two organizations creates the platform to build one of the largest and most successful IT Consulting companies in Ottawa."

States Adam Jasek, CEO of AJJA, "While we were not actively looking to sell AJJA, we have known Brainhunter's management for a number of years. We are very impressed with their growth strategy, their common sense business practices and their ability to execute quickly and professionally. I am looking forward to joining the Board of Directors of Brainhunter and working with Brainhunter and AJJA management to develop one of the largest and best IT Consulting practices in Ottawa."

The transaction price for AJJA consists of cash, Convertible Notes (the "Notes") of $4 million and 500,000 common share purchase warrants. The Notes are convertible into Brainhunter common shares at $1.00 per share for a period of thirty-six (36) months from closing. The common share purchase warrants are exercisable at $1.00 per Brainhunter share for a period of thirty-six (36) months, released annually from escrow in equal amounts over the same period.

Final closing of the Brainhunter - AJJA transaction is targeted for Tuesday October 11, 2005.

About Brainhunter Inc.

Brainhunter is an ISO 9001:2000 Certified "Technology Driven Professional Services Business". The Company uses its Recruiting and Staffing Technology Platform to provide a competitive advantage in building a Professional 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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