Preo Software Inc.
CNSX : PKM
PINK SHEETS : PRESF

Preo Software Inc.

December 29, 2008 18:39 ET

Preo Software Inc. Announces Private Placement of Debentures-$350,000-$500,000

CALGARY, ALBERTA--(Marketwire - Dec. 29, 2008) - PREO SOFTWARE INC. (the "Corporation") (CNSX:PKM) (PINK SHEETS:PRESF) a leader in Print Knowledge Management Software (PKMS), announces that it intends to raise a minimum of $350,000 and a maximum of $500,000 from a private placement of secured, subordinated convertible debentures. The debentures will not bear interest, will be for a term of thirty (30) months and may at the option of the holder be converted at a conversion price of $0.14 into one (1) common share and one (1) non-transferrable warrant. Each warrant will entitle the holder to purchase one (1) additional common share at a purchase price of $0.225 for a period of twelve (12) months from the date of issuance of the debentures and at a purchase price of $0.30 for an additional twelve (12) months thereafter. The debentures shall be automatically converted under the terms described above in the event that the volume weighted trading price of an average of not less than 10,000 common shares per trading day for twenty (20) consecutive trading days is above $0.20 on the facilities of the CNSX Exchange.

The Corporation anticipates that certain officers, directors and insiders will subscribe for debentures and that the private placement will be completed on or about January 15, 2009. The net proceeds from the issuance of debentures will be used to fund the Corporation's marketing, sales and commercialization activities.

Any common shares issued upon conversion of the debentures or exercise of the warrants will be subject to a four (4) month hold period from the date of issuance of the debentures in accordance with applicable securities legislation. The proposed terms of the debentures and completion of the private placement is subject to final approval of the CNSX Exchange.

About Preo Software Inc.

Preo Software Inc. is the market leader in providing Print Knowledge Management Systems (PKMS) to enterprises around the world. Printelligence™, the company's award winning SaaS (Software as a Service) offering, empowers users to optimize their print assets and reduce print volumes yielding significant cost savings and a smaller environmental footprint. Preo customers have achieved significant cost reductions through the deployment of Printelligence's patented PKMS Rules Engine, which allows managers to monitor, advise and/or control the print function in their organization.

Preo - Saving Money and Trees one page at a time.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of Preo in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption therefrom, nor shall there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Such securities have not been and will not be registered under the U.S. Securities Act, 1933, as amended, and subject to certain exemptions may not be offered or sold in the United States or to U.S. persons.

FORWARD-LOOKING STATEMENTS

Statements set out in this news release that are not historical facts are forward-looking statements. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate" or "will" and similar expressions) may include expectations, opinions or guidance that are not statements of fact. Forward-looking statements are based upon the opinions, expectations and estimates of management of Preo as at the date statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to, risks, uncertainties and other factors that are beyond the control of Preo. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information contained in this news release. Assumptions relating to certain forward-looking information contained in this news release are set out above in this news release. Although Preo believes that the expectations reflected in the forward-looking statements set out in this news release are reasonably, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of Preo contained in this news release are expressly qualified, in their entirety, by this cautionary statement. The forward-looking statements are made as of the date of this news release and Preo assumes no obligation to update or revise them to reflect new events or circumstances, except as expressly required by applicable securities law. Further information regarding risks and uncertainties relating to Preo and its securities can be found in the disclosure documents filed by Preo with the securities regulatory authorities (including the joint information circular and proxy statement of Preo and CDG dated June 23, 2008, which was filed on SEDAR on June 27, 2008), available at www.sedar.com.

The Canadian National Stock Exchange (CNSX) has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

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