Clairvest Group Inc.
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Clairvest Group Inc.
Wellington Financial LP

Wellington Financial LP

November 08, 2005 15:27 ET

Wellington Financial LP Closes $20 Million Financing for CrossOff Inc.

TORONTO, ONTARIO--(CCNMatthews - Nov. 8, 2005) - Wellington Financial Fund II, a privately held specialty finance firm, today announced it has closed the previously announced $20 million debenture financing for CrossOff Inc. (OFF:TSX).

CrossOff is a Sydney, Nova Scotia-based services company operating in the areas of corporate training and consulting under the brand name Polar Bear.

Separately, CrossOff announced today that it has directly or through wholly owned subsidiaries, closed the previously announced agreement whereby CrossOff has acquired substantially all of the assets of CDI Education, previously a division of Corinthian Colleges, Inc. (NASDAQ:COCO).

CDI Education provides corporate information technology and business skills training at 14 locations throughout Canada, and had revenues of approximately $37 million for the fiscal year ending June 30, 2005. For the fiscal year ending December 31, 2004, CrossOff had revenues in excess of $26 million.

The financing also includes existing CrossOff investor VenGrowth Capital Partners Inc. as well as certain Wellington Financial Fund II limited partners.

With the closing of this financing, Wellington Financial has now led approximately $93 million via 15 announced transactions since March 2004, making it the most active fund of its kind in Canada.

Goodmans LLP of Toronto and Stewart McKelvey Stirling Scales of Halifax provided legal advice in connection with this financing. TD Securities Inc. acted as financial advisor to the Board of Directors of CrossOff in connection with the acquisition of CDI.

About Wellington Financial LP

Founded in 2000, Wellington Financial LP is a privately-held $83 million specialty finance bridge lending, term and venture debt firm, providing debt financing for private and public companies in its chosen fields. Wellington transactions are generally between $2 million and $10 million, but the fund has issued term sheets up to $30 million due to its ability to syndicate transactions. Wellington clients vary in size, sector and business model, but generally have current year revenue of at least $5 million. Wellington is managed by a partnership controlled by Fund management and Clairvest Group Inc. (CVG:TSX), who jointly have contributed a large financial stake to Fund II. Wellington's limited partners include several Canadian institutional investors, such as pension funds, life insurance companies and money managers. Please visit our website at www.wellingtonfund.com.

About CrossOff Inc.

CrossOff Incorporated is a Canadian based services company operating in the areas of corporate training and consulting as well as anti-counterfeiting and brand protection. CrossOff is traded on the Toronto Stock Exchange under the ticker symbol OFF. More information is available on the company's website at www.crossoff.com.

About Polar Bear Corporate Education Solutions

Polar Bear Corporate Education Solutions, a CrossOff company, is one of Canada's largest corporate training providers with more than 20 facilities coast to coast. With more than 25 years experience in the design and delivery of technology and management training, Polar Bear offers integrated learning methodologies designed to meet the needs of Canadian businesses. More information is available on the company's website at www.polarbear.com.

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