Brainhunter Inc.
TSX : BH

Brainhunter Inc.

August 20, 2009 14:54 ET

Brainhunter Provides Update on Credit Facilities

TORONTO, ONTARIO--(Marketwire - Aug. 20, 2009) -

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

Brainhunter Inc. ("Brainhunter" or the "Company") (TSX:BH) is providing a market update on the status of its credit facilities.

As described in the financial statements of the Company for the periods ending September 30, 2008, December 31, 2008, March 31, 2009 and June 30, 2009, the Company's $26 million Operating Credit Facility expired on October 15, 2008. On April 3, 2009 the Company executed a Standstill Agreement ("Agreement") with its Bank which provided for the extension of the facility to September 30, 2009 subject to certain conditions. The Company's Bank had agreed, subject to certain terms and covenants, to extend the Operating Credit Facility, in order to provide the Company sufficient opportunity to pursue a strategic transaction (including a refinancing), which would lead to the Bank being repaid on or before September 30, 2009.

Key terms in the Agreement required the Company to provide to its Bank prior to June 15, 2009, a signed letter of intent from an independent party detailing a proposed transaction which would result in its Bank being repaid and to provide a final agreement by July 31, 2009. Furthermore, the Company was required to provide to its Bank by May 3, 2009 agreements from the approximately $11 million convertible note holders that they have agreed to postpone payment of principal and certain interest payments until September 30, 2009 or until the Company's Bank is repaid.

In addition, the Company's $5 million subordinated term debenture matured on December 15, 2008. On April 3, 2009, an agreement was executed whereby the debenture, including accrued interest, was extended to September 30, 2009, with an interest rate of 15% per annum payable monthly based on certain financial ratios plus 3% per annum payable at the end of the term. The other terms are similar to the Agreement as described above.

The Company has been unable to satisfy some of the conditions under the aforementioned agreements in a timely manner. However, on August 17, 2009, the Company issued approximately $11 million in term notes which are subordinated to the Operating Credit Facility and the term debenture. The term notes are due January 31, 2010, and pay 15% interest per annum payable monthly based on certain financial ratios and carrying 5.5 million share purchase warrants, exercisable until December 31, 2010 at a price of $0.20 per share. These term notes effectively replace the approximately $11 million of convertible notes, which matured in November 2008 and February 2009, with the result that the principal repayment on the Company's notes has been extended until January 31, 2010.

To date, the Company's senior operating and term lenders have refrained from exercising their enforcement rights, including demanding payment of the approximately $34 million principal amount outstanding.

Brainhunter will continue discussions with its senior operating and term lenders, which, if successful, would extend the various interim deadlines as well as the initially contemplated date of September 30, 2009 to close a strategic transaction to repay such lenders.

Brainhunter continues to take steps to reduce its operating costs and improve efficiencies. It also continues to review strategic alternatives and evaluate various expressions of interest with Ernst & Young Orenda Corporate Finance, its advisor in this process.

Business Overview

Brainhunter Inc. ("Brainhunter" or the "Company") is specialized in the provision of staffing solutions (contingent staffing, managed staffing, permanent staffing and staffing software solutions) to major companies and governments in Canada and the U.S. Currently, the largest part of the business is providing IT and engineering staffing consultants, on a contract basis, to major companies and government entities in Canada. The Company also sells recruiting related software including applicant tracking systems ("ATS"), vendor management software ("VMS"), and job board software. Brainhunter deploys over 1,400 contractors with an internal staff of over 170 personnel. Operations are ISO 9001:2000 Certified.

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