June 09, 2007 02:42 ET

Learnsoft to Focus on Core Technology

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 9, 2007) - Learnsoft Corporation (TSX VENTURE:LT) reports that as part of management's plan to focus on its core asset, GALE (Global Adaptive Learning Environment), it has signed a non-binding letter of intent (the "LOI") to acquire Splice Communications LLC and Be-Intouch, Inc., both of Issaquah, WA. Learnsoft will issue, subject to receipt of evidence of value, 18,500,000 common shares at a deemed price of $0.05 per share in payment for all of the issued and outstanding equity of both companies. Upon closing, it is intended that Learnsoft's board of directors will consist of five directors, two of whom will be named by Learnsoft's current board of directors, two of whom will be named by Splice/Be-Intouch, with the fifth to be determined by the first four directors.

In order to allow management to focus on the enhanced core business, Learnsoft plans to divest itself of its non-core assets, namely its 1/3 interest in Lansbridge University Corporation and 1/4 interest in LUC Education (BC) Inc. Subject to an independent report of value, the sale price will be the retirement of Learnsoft's indebtedness to Lansbridge Holdings Ltd., 628191 B.C. Ltd. and 628192 B.C. Ltd., in all of which a director of Learnsoft is, directly or indirectly, a principal.

Splice, which was founded in January 2003, provides premier telecommunications services in the Pacific Northwest, India and the Philippines. Be-Intouch was formed in March of 2005 and provides 'Ready-to-Go' online frameworks for marketing, service support networks, communications and presentation solutions. Its desktop production and web conferencing platform offers a complete online collaboration and communications solution.

To attract new investment into the company, Learnsoft also plans to consolidate its share capital on the basis of five old shares for one new share. In order to effectively operate the company's enhanced business, Learnsoft plans to undertake a private placement to raise approximately $250,000 by the issuance of units, each unit consisting of one common share and one share purchase warrant exercisable into one common share for a period of two years. Assuming the share consolidation is effected, the units will be sold at a price of $0.225 each, and the warrants will be exercisable at a price of $0.30 per share.

The acquisition is subject to the satisfactory completion of due diligence by all parties and the negotiation and execution of a binding agreement. All of the transactions described in this news release require the approval of Learnsoft's board of directors as to their final terms and the approval of the TSX Venture Exchange, and in the case of the proposed share consolidation and disposition of assets, also require shareholder approval.

For more information, call Jeff Kuah at 604 737 8200.

On Behalf of the Board of Directors:

Jeff Kuah, Business Development

WARNING: This news release contains forward-looking information. The reader is cautioned that assumptions used in the preparation of such information, although considered accurate at the time of preparation, may prove incorrect. The actual results may vary materially from the information provided herein. Consequently, there is no representation by the company that actual results achieved will be the same as those forecast.

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
    (604) 737-8200