LEARNSOFT CORPORATION
TSX VENTURE : LT

LEARNSOFT CORPORATION

September 10, 2007 20:05 ET

Learnsoft Announces a Corporate Reorganization Including the Sale of its Education Businesses, a Share Consolidation and a Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 10, 2007) - Learnsoft Corporation (TSX VENTURE:LT) reports that it is not proceeding with the proposed acquisition and other transactions set out in its news release of June 8, 2007. Instead, the Company has signed a letter of intent outlining the basis under which it will proceed with a reorganization consisting of the following transactions:

1. The Company will sell all of its existing active and inactive businesses, including its interests in Lansbridge University Corporation, L U C Education (B.C.) Inc., and Global Adaptive Learning Environment e-learning software, to a group including Lansbridge Holdings Ltd., 628191 B.C. Ltd. and 628192 B.C. Ltd., in all of which a director of the Company is, directly or indirectly, a principal. Subject to an independent report of value, the sale price will be the retirement of that portion of the Company's indebtedness to these parties in excess of $1,000,000, which is approximately $445,000 currently.

2. Lansbridge Holdings Ltd. will sell its total holdings of 18,014,747 pre-consolidated common shares (representing approximately 49% of the current number of issued and outstanding shares) in a private transaction.

3. The Company's shares will be consolidated on a 1 new share for 3 old shares basis, reducing the share capital to approximately 12,152,774 shares, and the Company's name will be changed to a new name to be approved by the directors.

4. In conjunction with this reorganization, the Company will undertake a non-brokered private placement of 30,000,000 units at $0.05 per unit to raise gross proceeds of $1,500,000, each unit consisting of one post-consolidation share and one warrant to buy one additional post-consolidation share for $0.10 for a period of one year from closing. The proceeds of the private placement will be used to pay the remaining debts of the Company not retired by the sale of the Company's businesses, and to provide the Company with working capital to enable it to move forward and find a new business. Finders' fees will be payable with respect to the private placement in accordance with the policies of the Exchange.

5. At closing of the proposed transactions, the current directors of the Company except for Dr. Michael Lo will resign and three new directors will be appointed.

The transactions will leave the Company with approximately 45,000,000 shares outstanding, no debt, approximately $400,000 in working capital and no business. The sale of the Company's businesses is subject to the satisfactory completion of due diligence by all parties and the negotiation and execution of a binding agreement. Upon completion of the sale of the businesses, the Company's listing will be transferred to the NEX. All of the transactions described in this news release require the approval of the Company's board of directors as to their final terms, the approval of the TSX Venture Exchange, and the approval of the shareholders of the Company, which will be sought at a special meeting of shareholders to be set in due course.

On Behalf of the Board of Directors

Jeff Kuah, Business Development

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Learnsoft Corporation
    Jeff Kuah
    Business Development
    (604) 737-8200
    (604) 738-6974 (FAX)
    Website: www.learnsoft.ca