Nstein Technologies Inc.

November 14, 2007 08:24 ET

Nstein Technologies Inc. Announces Bought Deal Offering of Special Warrants

MONTREAL, QUEBEC--(Marketwire - Nov. 14, 2007) -


Nstein Technologies Inc. (the "Company") (TSX VENTURE:EIN), a leader in online publishing solutions for newspapers, magazines and online content providers, announced today that it has entered into an agreement with a syndicate of underwriters led by Desjardins Securities Inc. and including TD Securities Inc. and Jennings Capital Inc. (collectively, the "Underwriters") to sell, on a bought deal private placement basis, 8,000,000 special warrants of the Company at a price of $1.00 per special warrant, for aggregate gross proceeds of $8,000,000 (the "Offering").

The underwriters have also been granted an option to purchase prior to closing of the Offering (the "Closing"), up to an additional 7,000,000 special warrants at a price of $1.00 per special warrant for additional gross proceeds of up to $7,000,000. The exercise of this option would increase the gross proceeds of the Offering to $15,000,000.

Each special warrant will entitle the holder thereof to receive one common share of the Company on the exercise or deemed exercise of the special warrant. The special warrants will be exercisable by the holder in whole or in part at any time after the Closing for no additional consideration and all unexercised special warrants will be deemed to be exercised on the earlier of (a) four months and a day following the Closing, and (b) that day which is three business days after a receipt is issued by the securities regulatory authorities in Canada for a final prospectus qualifying the common shares to be issued upon the exercise of the special warrants. The Company shall use its reasonable best efforts to obtain such receipt for a final prospectus within 90 days after the Closing date, otherwise, each special warrant will entitle its holder to acquire one common share and an additional 0.1 of a common share without further payment. Until the receipt is issued for the final prospectus, the special warrants as well as the common shares issuable upon exercise thereof will be subject to a 4-month hold period under applicable Canadian securities laws.

Nstein Technologies Inc. intends to use the net proceeds of the Offering to accelerate the deployment of the required infrastructure to better serve our fast growing number of clients and develop the channel partner network to continue our growth, for working capital purposes and for potential acquisitions. The underwriters shall receive, upon Closing, compensation comprised of a cash fee equal to 6% of the gross proceeds from the Offering and 6% broker warrants, each entitling its holder to acquire one special warrant or one common share at the price of $1.00 for a period of 2 years from the Closing date.

Insiders of the Company JLA Ventures, Luc Filiatreault and VIAVAR Capital Inc. are expected to purchase special warrants in the Offering in proportions yet to be determined. Those insiders will purchase such special warrants for investment purposes only and said purchases will not affect their control position in the stock of the Company. Consequently, the Offering may be deemed to constitute a related party transaction pursuant to securities laws. This press release and the related Material Change Report will be issued less than 21 days prior to the expected Closing date, the discussions and negotiations having taken place on a very short period prior to expected Closing.

Closing of the transaction is expected to occur on or about November 28th, 2007 and is subject to regulatory approvals, execution of an underwriting agreement and other customary conditions.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any U.S. State in which such offer, solicitation or sale would be unlawful.

About Nstein Technologies Inc.

Nstein Technologies (TSX VENTURE:EIN) develops and markets multilingual solutions that power online publishing for the most prestigious newspapers, magazines, and content-driven organizations. Nstein's solutions generate new revenue opportunities and reduce operational costs by enabling the centralization, management and automated indexing of digital assets. Nstein partners with clients to design a complete online strategy for success using publishing industry best practices for the implementation of its Web Content Management, Digital Asset Management and Text Mining Engine products. www.nstein.com.

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

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