Call Genie Inc.

Call Genie Inc.

December 06, 2011 20:00 ET

Call Genie Provides Details of Special Meeting of Shareholders Scheduled for December 29, 2011

TORONTO, ONTARIO--(Marketwire - Dec. 6, 2011) - Call Genie Inc. (TSX:GNE) ("Call Genie" or the "Company") announced today that a special meeting of the shareholders of the Company (the "Meeting") has been scheduled for December 29, 2011. A notice of meeting and supporting documents, including a management proxy circular, have been mailed to the shareholders of the Corporation and filed with certain securities regulatory authorities in Canada. Those materials are available on the SEDAR website, under the Company's profile. The items of business noted in the notice of the Meeting are as follows:

  1. Consideration of a special resolution approving and authorizing an amendment to the articles of the Company to change the name of the Company;
  2. Consideration of an ordinary resolution approving and authorizing (i) a reduction in the prices at which common shares of the Company ("Common Shares") may be issued upon the conversion of $11.5 million aggregate principal amount of outstanding convertible secured debentures of the Company and authorizing the issuance of Common Shares upon the exercise of conversion rights (at the reduced conversion price) attached to the Debentures;
  3. Consideration of an ordinary resolution approving and authorizing the issuance of up to 8,125,000 Common Share purchase warrants ("Warrants") in connection with a debenture conversion program proposed to be implemented by the Corporation (to incentivize holders of up to $1,625,000 aggregate principal amount of outstanding convertible secured debentures previously issued by the Corporation and maturing August 31, 2012 to convert those debentures into Common Shares), on the basis that for each $1,000 principal amount of debentures converted, the Corporation will issue to the former holder of such debentures 5,000 Warrants, each of which will entitle the holder to purchase one Common Share, at any time and from time to time until December 31, 2013, at an exercise price of $0.12 per Common Share; and
  4. To transact such other business as may be properly brought forward.

"The conversion of Debentures allows us to strengthen our balance sheet and improve our cash flow," according to Michael Durance, CEO of Call Genie. "The name change further allows us the opportunity to reposition ourselves among a new and broader investor audience as we look for opportunities to introduce ourselves into new markets."

At this time, the Company is uncertain as to the aggregate principal amount of convertible subordinated debentures that may be converted into common shares of the Company and there can be no assurance as to what portion of the principal and outstanding interest under those debentures will be converted.

This press release should be read in conjunction with the complete Notice of Special Meeting of Shareholders and Circular available through SEDAR.

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.

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

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