Cortex Business Solutions Inc.

Cortex Business Solutions Inc.

April 07, 2009 09:30 ET

Cortex Announces $5,000,000 Private Placement

CALGARY, ALBERTA--(Marketwire - April 7, 2009) -


Cortex Business Solutions Inc. (TSX VENTURE:CBX) ("Cortex") is pleased to announce that it has entered into an agreement with Wolverton Securities Ltd. (the "Agent") to complete a brokered private placement financing, on a "commercially reasonable efforts" basis, of up to 25,000,000 units of Cortex ("Units") at a price of $0.20 per Unit for gross proceeds of up to $5,000,000. Each Unit will be comprised of one common share of Cortex ("Common Share") and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to acquire one Common Share for a period of four years following the closing of the financing (the "Exercise Period") at an exercise price of $0.30 per Common Share in the first two years of the Exercise Period and at a price of $0.45 per Common Share for the remaining two years of the Exercise Period. Cortex has granted the Agent an over-allotment option to sell up to that number of additional Units equal to 15% of the aggregate number of Units sold pursuant to the private placement. All securities issued in connection with this private placement will be subject to a four-month hold period.

It is anticipated that the net proceeds of the private placement will be used by Cortex to accelerate the Company's network expansion program and for general working capital.

The Agent will receive commission equal to 10% of the gross proceeds raised in the private placement payable in cash, Units, or any combination thereof at the discretion of the Agent. The Agent will also be issued Agent's Options to purchase that number of Units equal to 10% of the Units sold, exercisable for four years following the closing.

Completion of the private placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein 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 absent registration or an applicable exemption from registration requirements.

Investor Relations

Cortex is also pleased to announce that, subject to TSX Venture Exchange acceptance, Cortex has retained Scott Koyich of Brisco Capital Partners Corp. ("Brisco") of Calgary, Alberta, to provide marketing and corporate communication services.

Brisco is a full and comprehensive provider of investor relations services. Brisco will assist Cortex in fostering productive continuing dialogues with analysts, brokers, investors and other investment professionals. Brisco will receive a monthly retainer of $6,000. Cortex will also issue as compensation to Brisco a total of 500,000 incentive stock options (the "Options"), which will be granted immediately and are exercisable at $0.20 per Common Share. The Options shall vest in accordance with TSX Venture Exchange guidelines and Cortex's stock option plan and will expire 30 days after the expiration of the contract.

About Cortex Business Solutions Inc.

Cortex solutions increase cash flow, controls and efficiencies in a low cost manner for all of our customers. Information previously anchored by paper that relied on fax, e-mail, mail etc, is now electronically sent and translated, allowing normally non-compatible ERP systems to communicate fluently. We enable the secure electronic exchange of business critical documents such as purchase orders, field receipts, invoices and acknowledgments, between a large cohort of trading partners. Customers can implement the approach quickly and achieve productivity improvements, enhanced cash flow and efficiencies. It offers a sophisticated, non-intrusive, electronic solution to help navigate the procurement and supply chain process with ease and efficiency. Cortex evolves the existing systems by handling the entire business transaction process from purchase point to payment

Forward-Looking Statements

Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in Cortex's periodic filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. Cortex does not assume the obligation to update any forward-looking statement.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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