Cortex Business Solutions Inc.

Cortex Business Solutions Inc.

May 31, 2011 10:23 ET

Cortex Business Solutions Inc. Announces Closing of $7.5 Million Bought Deal Financing

CALGARY, ALBERTA--(Marketwire - May 31, 2011) -


Cortex Business Solutions Inc. (TSX VENTURE:CBX) (the "Company") is pleased to announce that it has completed its previously announced $7,500,150 bought deal offering (the "Offering"), with a syndicate of underwriters led by Stonecap Securities Inc. and including Wolverton Securities Ltd. and Byron Capital Markets Ltd. (collectively, the "Underwriters"). Today the Company issued a total of 16,667,000 units (the "Units") at a price of $0.45 per Unit for total gross proceeds of $7,500,150. Each Unit consists of one common share ("Common Share") and one-half common share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to acquire one Common Share at a price of $0.60 until November 30, 2012. In circumstances where the closing sale price of the Common Shares on the TSX Venture Exchange is greater than $0.75 per share for a period of 20 consecutive trading days at any time after the Closing, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company. The securities issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issue.

In connection with the Offering, the Company issued a total of 1,333,360 broker warrants ("Broker Warrants") to the Underwriters. Each Broker Warrant entitles the Underwriters to acquire a Unit at a price of $0.45 per Unit until November 30, 2012.

Net proceeds of the Offering will be used for expanding marketing and business development in the United States, sector expansion, working capital and general corporate purposes.

Readers' Advisory

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. This press release may contain statements within the meaning of safe harbour provisions as defined under United States Securities Laws and Regulations. The above statements are based on the current expectations and beliefs of the Company's management and are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those described above.

Forward Looking Information

This news release contains certain "forward-looking information" within the meaning of such statements under applicable securities law including statements relating to the Offering.

Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management 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 results to differ materially from those projected in the forward-looking statements. Actual timelines associated may vary from those anticipated in this news release and such variations may be material. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on this forward-looking information.

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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