Clairvest Group Inc.
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Wellington Financial LP

Wellington Financial LP

September 22, 2005 13:09 ET

Wellington Financial LP Leads $20 Million Financing Commitment for CrossOff Inc.

TORONTO, ONTARIO--(CCNMatthews - Sept. 22, 2005) - Wellington Financial Fund II ("Wellington"), a privately-held specialty finance firm, announced that it has agreed to lead a $20 million debenture financing for CrossOff Inc. ("CrossOff") (TSX:OFF), a Sydney, Nova Scotia-based services company operating in the areas of corporate training and consulting under the well-known brand name Polar Bear. CrossOff and Corinthian Colleges, Inc. (NASDAQ:COCO) announced today that they have, directly or through wholly-owned subsidiaries, entered into a definitive agreement whereby CrossOff will purchase substantially all the assets of Corinthian's corporate training division, CDI Education. CDI Education provides corporate information technology (IT) 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.

Under the terms of the agreement, which is subject to the approval of CrossOff's shareholders and other customary conditions, CrossOff will make a cash payment at closing of $19 million, subject to a working capital adjustment that will be made within 90 days post-closing. CrossOff intends to hold a meeting of shareholders on, or about, October 28, 2005 to seek approval for the proposed acquisition and associated financing.

The financing, which is also subject to shareholder and final regulatory approvals, will also include existing CrossOff investor VenGrowth Capital Partners Inc. as well as certain Wellington Financial Fund II limited partners.

"This financing demonstrates our ability to work with existing portfolio companies as they grow over time," said Mark McQueen, President and Chief Executive Officer of Wellington Financial LP. "By acquiring its main competitor, CrossOff has become the dominant player in the Canadian IT and business skill training market."

"This acquisition will position Polar Bear as Canada's market leader in corporate training and positions us well for future international expansion," said Donnie Snow, President and CEO of CrossOff. "CDI is a well established, respected and profitable company with strong customer relationships. We have the utmost respect for their people, their abilities and the overall quality of their team."

Snow added, "CDI gained an early start in the introduction of Project Management, Business Analyst and Business Skills training in corporate Canada and have developed a highly successful product offering. These new product lines represent significant growth opportunities for Polar Bear."

Upon the closing of this financing, Wellington has now led over $68 million via 12 transactions since March 2004, making it the most active fund of its kind in Canada. TD Securities Inc. acted as financial advisor to the Board of Directors of CrossOff in connection with the proposed 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. (TSX:CVG), 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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