Nstein Technologies Inc. ("Nstein") (TSX-V: EIN), today announced the conclusion of its previously disclosed private placement of CAD$10M with J.L. Albright IV Venture Fund L.P. ("J.L. Albright"), a Canadian venture capital company, and Solidarity Fund QFL (the "Fund"). The Company also announced its capital stock consolidation on a 10 to 1 basis, as described below. An aggregate of 11,764,706 common shares were issued in the transaction at a subscription price of $0.85 per share. Half of the issuance was allocated to the Fund, an insider, representing approximately 5.88 million common shares. The Fund now holds 10.74 million common shares (post consolidation), representing 34.6% of the issued and outstanding common shares of the Company, or 27.6% on a fully diluted basis. The transaction does not include any issuance of share purchase warrants. Desjardins Securities was the agent for this transaction, receiving a $400,000 commission fee, as well as 352,941 warrants valid for a 5-year period at a strike price of $0.85 per warrant. The common shares of J.L. Albright, the Fund and Desjardins Securities will be subject to a 4-month hold period.
"This financing is great news and an important milestone in Nstein's development," said Mario Girard, Chairman and Chief Executive Officer of Nstein Technologies. "It will enable us to intensively pursue business development opportunities with major enterprise search and business intelligence industry players. It will also help solidify Nstein's product offering by developing and deploying a new online subscription-based solution (Software as a Service) that will initially be available to financial and healthcare markets." Mr. Girard added: "I am very pleased to finally have the opportunity to carry out this project that we have been planning for quite a while now. More and more enterprises want to benefit from a powerful technology such as Nstein's, while having the advantage of technological and financial flexibility of an 'on-demand' solution. The conclusion of this significant financing positions us favorably in order to meet this growing demand."
"The Company finally has a financial structure that will enable it to speed up its commercial and corporate development, and therefore maximize the potential of its technology," concluded Robert Barakett, Senior Vice-President and Chief Financial Officer. "Nstein is proud to be able to work with a strategic investor such as J.L. Albright and to benefit from the continued support of a major venture capital firm such as the Fund. Furthermore, this financing will allow us to increase our visibility on Canadian and American financial markets."
Since the Fund is an insider of Nstein, the Company invites the reader to refer to the material change report deposited today on www.sedar.com for more information.
Revision of the terms and conditions of the convertible notes issued on
October 12, 2005
Concurrently to the financing, the restructuring of the debt by convertible notes issued by Nstein on October 12, 2005, and disclosed by way of a press release on the same day, is carried out. This restructuring, approved by Nstein's shareholders at its Annual General and Special Meeting held on May 23, 2006, notably mentions that: 1) the holders of the convertible notes will release most of the security and restrictive covenants related to their placement; 2) the holders will benefit from a new conversion price for the conversion of their convertible notes into common shares of the Company. The initial conversion price of $1.40 (post consolidation) will consequently be modified at $0.85 per share (post consolidation), thus representing the same price per unit as the one set in the private placement.
Concurrently to the financing, the holders of convertible notes have converted a total amount of US$250,000 in common shares at a price of $0.85 per share. A total of 323,418 common shares have been issued following this conversion.
Consolidation of outstanding common shares
Nstein is pleased to confirm that the consolidation of all its issued and outstanding common shares is now effective. Henceforth, the common shares of Nstein are traded on the Venture Exchange under the same symbol "EIN" and on a consolidated basis of ten (10) old shares for one (1) new share. The consolidation, which was approved by the shareholders of Nstein at its Annual General and Special Meeting held on May 23, 2006, affects all common shares, convertible notes and options to purchase common shares that are currently outstanding. All fractional shares resulting from the consolidation will be purchased by Nstein at a purchase price representing the weighted average of the twenty (20) trading days preceding June 13, 2006. The number of common shares outstanding, post consolidation and financing, is expected to be approximately 31.1 million.
About Nstein Technologies Inc.
Nstein Technologies (TSX-V: EIN) develops and markets leading-edge software solutions for analyzing vast amounts of unstructured data in virtually all languages. Nstein's linguistic-based platform collects, organizes, analyzes, cross-examines, shares and translates data from any source, in real time. Nstein's text mining and multilingual information access solutions transform reactive decision-making into a high-impact proactive and even predictive process, and solve mission-critical problems. Nstein has developed tailored solutions for clients in e-publishing and homeland security & intelligence markets, as well as for large enterprises and government organizations. The Company is headquartered in Montreal, Canada, with offices in the United States and Europe. More information is available at www.nstein.com.
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adequacy or accuracy of this release.
- Any statement that appears prospective shall not be interpreted as
such.
%SEDAR: 00014563EF
For further information: Investor Relations: Robert Barakett, Executive Vice-President and Chief Financial Officer, Nstein Technologies Inc., (514) 908-5406 robert.barakett@nstein.com; Media: Rina Marchand, Marketing Manager, Nstein Technologies Inc., (514) 908-5406, rina.marchand@nstein.com
