Call Genie Inc.
TSX : GNE

Call Genie Inc.

October 26, 2011 08:00 ET

Call Genie Completes Acquisition of the Assets of UpSNAP Services, LLC and Completes $1.2 Million Financing

TORONTO, ONTARIO--(Marketwire - Oct. 26, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Call Genie Inc. (TSX:GNE) ("Call Genie" or the "Company") is pleased to announce that it has completed its acquisition of the assets of UpSNAP Services, LLC ("UpSNAP") in a cash and equity transaction. Management of Call Genie expects that this acquisition will allow the Company to expand its product offering to existing and prospective customers, increase revenues, and move further into the advertising network space through additional forms of publications, advertisers, mobile advertising services and partnerships.

Call Genie expects to merge operations with UpSNAP in Q4, 2011, brand the combined suite of mobile advertising services UpSNAP Mobile, and offer the comprehensive array of services via the cloud through pre-defined APIs or on a white label basis to customers wishing to serve and manage their own search and advertising.

As consideration for the transaction, Call Genie issued 3 million common shares to the owners of UpSNAP and paid $125,000 USD in cash at closing. The acquisition agreement provides that an additional 500,000 common shares and $125,000 USD will be payable nine months from closing based on pre-established performance criteria.

Further, Call Genie announced today that it has closed its financing via Wolverton Securities Ltd. wherein it raised $1.2 million through the issuance of 12,000,000 units (the "Units") at a price of $0.10 per Unit. Each Unit consists of one common share in the capital of Call Genie and one-half of one common share purchase warrant. Each whole Warrant entitles the holder thereof to acquire one common share at an exercise price of $0.12 per share for a period of 36 months following the closing of the financing. The financing included participation of the Chairman of the Board who purchased 2,000,000 Units. All securities issued pursuant to the financing are subject to a four-month hold period under applicable securities laws.

Call Genie expects to utilize the net proceeds of the financing to support the expansion of UpSNAP through ad/campaign inventory purchases and to provide general working capital for the Company.

About Call Genie Inc.

Call Genie is a leading global solutions provider in mobile local search and mobile digital interactive advertising. Call Genie enables traditional industries to move to new business models that support the connection of mobile consumers and local merchants. Solutions provided include search and advertising serving technology and services that utilize advanced wireless networks as well as the mobile internet to enable a "mobile ecosystem" that encompasses advertisers, service providers (e.g., internet yellow pages, carriers, network broadcasters) and mobile users. Currently, Call Genie solutions are deployed in 12 countries around the world. www.callgenie.com.

Certain statements included in this News Release are not historical facts, but rather are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "hope", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "scheduled", "believe" and similar expressions. The forward-looking information set out in this news release includes statements concerning the Company's acquisition of UpSNAP Services, LLC such as: 1) the expectation that this acquisition will allow the Company to expand its product offering to existing and prospective customers, increase revenues, and move further into the advertising network space through additional forms of publications, advertisers, mobile advertising services, and partnerships; and 2) the expectation that the Company will merge operations with UpSNAP in Q4, 2011, brand the combined suite of mobile advertising services UpSNAP Mobile, and offer the comprehensive array of services via the cloud through pre-defined APIs or on a white label basis to customers wishing to serve and manage their own search and advertising.

Forward-looking statements are based upon the opinions, expectations and estimates of management and, in some cases, information received from or disseminated by third parties, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Generally, these factors include such things as the Company's current stage of development, the lack of a corporate track record with respect to the generation of revenues from performance-based arrangements with customers, the Company's reliance on third parties and third party technology, the existence of competition, the availability of external financing, the inherent risks associated with research and development activities and commercialization of emerging technologies (such as lack of market acceptance), timing of execution of various elements of the Company's business plan, the availability of human resources, the emergence of competing business models, and new laws (domestic or foreign). In respect of: 1) the expectation that this acquisition will allow the Company to expand its product offering to existing and prospective customers, increase revenues, and move further into the advertising network space through additional forms of publications, advertisers, mobile advertising services, and partnerships; and 2) the expectation that the Company will merge operations with UpSNAP in Q4, 2011, brand the combined suite of mobile advertising services UpSNAP Mobile, and offer the comprehensive array of services via the cloud through pre-defined APIs or on a white label basis to customers wishing to serve and manage their own search and advertising; those risks, uncertainties and factors include, but are not limited to, such things as lack of acceptance by customers, management's estimates of project requirements being incorrect, unavailability of suitable internal resources, risks associated with the integration of the two company's technologies, a lack of advertising sources for integration into the platform, and management's understanding of the competitive and regulatory environment being incorrect. Accordingly, readers should not place undue reliance upon the forward-looking information contained herein and the forward-looking statements contained in this News Release.

The forward-looking information summarized above is based upon various assumptions and factors, including management's estimates of project opportunities, progress made to date in the deployment of Company and UpSNAP technologies, estimations of additional time required to complete the implementation and the availability of resources to complete the activities.

Call Genie Inc. does not assume responsibility for the accuracy and completeness of the forward-looking statements set out in this News Release and, subject to applicable securities laws, does not undertake any obligation to publicly revise such forward-looking statements to reflect subsequent events or circumstances. Call Genie Inc.'s forward-looking statements are expressly qualified in their entirety by this cautionary statement. Additional information relating to various risk factors to which Call Genie is exposed in the conduct of its business (and which may affect the expectations or outcomes reflected in the forward-looking statements contained in this News Release) are described in the Company's interim MD&A for the quarter ended June 30, 2011, which has been filed with certain securities regulatory authorities in Canada and is available through SEDAR, at www.sedar.com.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Call Genie. The securities of Call Genie have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

The TSX Exchange has neither approved nor disapproved the contents of this news release.

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