Call Genie Inc.
TSX VENTURE : GNE

Call Genie Inc.

May 01, 2007 09:23 ET

Call Genie Inc. Announces $20 Million Private Placement With Goldman Sachs & Co. and Co Investor

CALGARY, ALBERTA--(CCNMatthews - May 1, 2007) -

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

Call Genie Inc. (TSX VENTURE:GNE) ("Call Genie" or the "Company") announced today that it has entered into a term sheet with Goldman, Sachs & Co. relating to the proposed private placement of up to $20 million of common shares in the capital of the Company ("Common Shares"), at a sale price of $1.5525 per share. The term sheet contemplates that Goldman, Sachs & Co. (or an affiliate) will purchase $15 million of Common Shares, with the balance of the offering reserved for a co-investor acceptable to both Goldman, Sachs & Co. and the Company. The proceeds of the private placement are to be used for working capital and general corporate purposes, and closing of the offering is scheduled to occur on May 15, 2007.

"We are very pleased to have Goldman Sachs join us as a significant investor in Call Genie," noted Michael Durance, the Chief Executive Officer of the Company. "Our ability to attract such a substantial strategic investor provides us with validation of our prospects and catapults us forward in our effort to partner with large customers and to make EVD the de facto standard for voice-activated local business category search."

The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements. This News Release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Completion of the sale of the Common Shares is subject to a number of conditions, including the execution and delivery of definitive and binding agreements, receipt of all necessary regulatory approvals (such as the approval of the TSX Venture Exchange), approval of the Board of Directors of Call Genie, completion of satisfactory due diligence inquiries by Goldman, Sachs & Co., the execution and delivery by designated officers and directors of the Company of standstill agreements, pursuant to which they will agree not to dispose of any of their securities of the Company for a period of 120 days following closing, and there being no material adverse change in the Company or its results of operations or prospective results of operations prior to closing.

The Common Shares are to be sold pursuant to registration and prospectus exemptions available under applicable securities legislation in Canada and the United States and the Common Shares will be subject to a four-month hold period under stock exchange rules and securities laws in Canada.

The Company has engaged Wellington West Capital Markets Inc., in conjunction with GMP Securities L.P. and Raymond James Ltd., to act as financial advisors in connection with the proposed financing.

ABOUT CALL GENIE INC.

Call Genie, Inc. is a leading provider of enhanced Voice-enabled Mobile Local (VoMoLo) search products and services to Wireless Carriers, Directory Assistance providers, and Yellow Page publishers. Offered as a turnkey or ASP solution, Call Genie's Enhanced Voice Directory (EVD™) platform enables companies to offer a comprehensive, voice-enabled business category search service to consumers and business customers. EVD™ is network, handset and location independent, and can be incorporated into any existing DQ service or deployed as a stand-alone offering.

Call Genie won the 2006 Yellow Page Association Industry Excellence Award for Marketing Innovation in North America, the 2006 Whitaker Innovation Award in Europe, and the 2006 118 Tracker Award for Technology Innovation in the UK.

For more information, visit www.callgenie.com.

THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES OF THE COMPANY IN ANY JURISDICTION.

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

Certain statements included in this News Release are not historical facts, but rather are forward-looking statements. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "anticipate" or "will" and similar expressions) may include plans, expectations or opinions that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of Call Genie as at the date the statements are made 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. These factors include such things as, volatility in the trading price and volumes of the Company's publicly traded securities, domestic or international events having a significant effect on capital markets, the inherent risks associated with research and development activities and commercialization of emerging technologies, timing of execution of various elements of the Company's business plan, the availability of human resources, the emergence or intensification of competition, the availability of financial resources (including third-party financing), prevailing interest and exchange rates and new laws (domestic or foreign). Forward-looking information respecting the use of the proceeds from the sale of the Common Shares is based upon the current budget and development plans of Call Genie, which are subject to change. Call Genie Inc. does not assume responsibility for the accuracy and completeness of the forward-looking statements set out herein and, subject to applicable securities laws, does not undertake any obligation to publicly revise these 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 annual MD&A for the year ended December 31, 2006, which has been filed with certain securities regulatory authorities in Canada and is available through SEDAR, at www.sedar.com.

The TSX Venture Exchange has neither approved nor disapproved the contents of this News Release.

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