Texada Software Inc.
TSX VENTURE : TXS

Texada Software Inc.

December 03, 2010 17:08 ET

Texada Software Inc. Announces Completion of $235,000 Common Share Financing

GUELPH, ONTARIO--(Marketwire - Dec. 3, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA

TEXADA SOFTWARE INC. (the "Company") (TSX VENTURE:TXS) announced today that, further to its press release of October 22, 2010, it has completed its previously announced non-brokered private placement of common shares in the capital of the Company (the "Common Shares") for aggregate gross proceeds of $235,000 (the "Offering"). The proceeds of the Offering will be used for working capital and general corporate purposes. The Common Shares will be subject to a hold period of four months and one day from the date of issuance thereof under applicable securities laws and TSX Venture Exchange (the "TSXVE") rules. The Offering is subject to receipt of final TSXVE approvals.

Pursuant to the Offering, William Swisher, Chief Executive Officer and a director of the Company, has acquired 2,000,000 Common Shares at a price $0.10 per Common Share. After giving effect to this acquisition, Mr. Swisher, directly or beneficially, holds an aggregate of: (i) 2,000,000 Common Shares representing 15.65% of the issued and outstanding Common Shares; and (ii) 1,000,000 options to purchase Common Shares (subject to receipt of shareholder and TSXVE approvals). If all options held by Mr. Swisher were to be fully exercised, (assuming no other convertible debentures or other convertible securities of the Company were exercised or converted, as the case may be) Mr. Swisher would beneficially own 3,000,000 or approximately 21.77% of the Common Shares on a partially diluted basis. Mr. Swisher has acquired the Common Shares for investment purposes and has no present intention of acquiring other securities of the Company, or disposing of any of the securities of the Company he currently holds. Mr. Swisher has signed an undertaking that he will not exercise any convertible securities to the extent that such exercise would result in Mr. Swisher holding 20% or more of the issued and outstanding Common Shares until such time as shareholder approval is obtained for such exercise. For further information regarding Mr. Swisher's acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact William Swisher at (713) 857-9094. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com.

2191915 Ontario Inc. ("2191915"), a company controlled by Brian Spilak, the President and a director of the Company, announced that it has acquired 350,000 Common Shares at $0.10 per Common Share. After giving effect to this acquisition, Mr. Spilak beneficially holds, through 2191915, (i) 359,700 Common Shares representing 2.82% of the issued and outstanding Common Shares; (ii) 438,637 options to purchase Common Shares; and (iii) 750,000 Common Shares issuable upon conversion of certain debentures. If all options beneficially held by Mr. Spilak were to be fully exercised and all convertible debentures beneficially held by Mr. Spilak were to be fully converted (assuming no other convertible debentures or other convertible securities of the Company were exercised or converted, as the case may be) Mr. Spilak would beneficially hold 1,548,337 or approximately 11.09% of the Common Shares on a fully diluted basis. Mr. Spilak has beneficially acquired the Common Shares for investment purposes. Mr. Spilak has no present intention of acquiring other securities of the Company or disposing of any of the securities of the Company that he currently beneficially holds. For further information regarding Mr. Spilak's beneficial acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact Brian Spilak at 1-800 (361) 1233 x2123. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com.

The purchases of Common Shares by Mr. Swisher and 2191915 are related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Holder in Special Transactions ("MI 61-101") and are exempt from the formal valuation and minority approval requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(b) of MI 61-101.

About Texada Software Inc. (TSX VENTURE:TXS)

Texada Software Inc. is the premier provider of enterprise software solutions for equipment rental and mobile equipment. Texada's solutions are fully flexible and scalable to meet the unique needs of any sized operation and are backed by proven implementation, services and support.

Texada's market-driven software products combine knowledge and best practices from over 5,000 users worldwide, resulting in solutions that manage the complete asset life-cycle from acquisition through to disposal. The Company's customers enjoy the many benefits of this enhanced efficiency through better asset utilization, effective location tracking, and optimized scheduling.

Texada can be reached at 1-800-361-1233 x-2104 or 1-416-357-1107, or on the internet at www.texadasoftware.com.

This news release may contain forward-looking statements which reflect the Company's current expectations regarding future events. The forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "estimate", "expect", "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These forward-looking statements involve risk and uncertainties, including the difficulty in predicting acceptance of and demands for new products, the impact of the products and pricing strategies of competitors, delays in developing and launching new products, fluctuations in operating results and other risks, any of which could cause results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. Many risks are inherent in the industry; others are more specific to the Company. Texada's ongoing quarterly filings should be consulted for additional information on risks and uncertainties relating to these forward-looking statements. Investors should not place undue reliance on any forward-looking statements. Management assumes no obligation to update or alter any forward-looking statements whether as a result of new information, further events or otherwise.

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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