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 CrossOff Incorporated Signs Financing Letter of Intent   
Location: BlogsNews    
Posted by: ITNovaScotia Admin Wednesday, June 14, 2006
HALIFAX, June 13 /CNW/ - CrossOff announced today that it has signed a
letter of intent with The VenGrowth Traditional Industries Fund Inc. for
VenGrowth to further invest in CrossOff.
    VenGrowth proposes to purchase $1,000,000 of units to be issued by
CrossOff as part of a larger private placement raising a minimum of $2,000,000
and a maximum of $2,500,000. Each unit will be issued at $0.28 and consist of
one (1) common share of CrossOff and one-half (0.50) of a share purchase
warrant. Each whole warrant will have a five-year term and be exercisable into
one common share at an exercise price of $0.35 per warrant.
    In addition, upon completion of the private placement, VenGrowth intends
to purchase $2,500,000 9% subordinated secured debentures to be issued by
CrossOff subsidiary Polar Bear Software Corporation, plus 2,678,571 warrants
of CrossOff. The debentures will mature on November 8, 2007. The warrants
accompanying the debentures will have an exercise price of $0.28 and a term of
five years.
    The proposed transactions with VenGrowth are subject to negotiation of
final agreements, due diligence, approval of certain of CrossOff's existing
lenders, completion of the balance of the minimum private placement,
regulatory approval and, if required, shareholder approval. Proceeds will be
used to retire CrossOff's $3,450,000 9% Class A Unsecured Convertible
Subordinated Debentures and for working capital purposes.

    About CrossOff
    CrossOff Incorporated is a Canadian based corporate training and
consulting company. CrossOff is traded on the Toronto Stock Exchange as OFF.
More information is available on the company's website at www.crossoff.com.

    This press release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the
Corporation to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. The
Corporation specifically disclaims any obligation to update these
forward-looking statements. There can be no assurance that the financing will
be completed or that other forward-looking statements will prove to be
accurate and readers should not place undue reliance on forward-looking
statements.


For further information: Colleen Moorehead, CrossOff Incorporated, (416)
964-8688 x 2200 (Tel), cmoorehead@crossoff.com
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