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 Cyberplex announces proposed private placement   
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Posted by: ITNovaScotia Admin Thursday, June 22, 2006
TORONTO, June 22 /CNW/ - Cyberplex Inc. (TSX: CX) (the "Company" or
"Cyberplex"), a North American technology consulting firm, announces that it
will be undertaking a proposed private placement to raise up to $3,250,000.
The private placement will be undertaken by way of a unit offering, with each
unit (a "Unit") priced at $0.40 and comprised of one common share and one-half
warrant, with each whole warrant ("Warrants") entitling the holder to acquire
one additional common share at the price of $0.60 for a period of 18 months
from the closing date. Up to 8,125,000 Units will be offered.
    Cyberplex has received a lead subscription agreement from an arm's length
subscriber, Robert McEwen, who will subscribe for $3,000,000, representing
7,500,000 Units (7,500,000 common shares and 3,750,000 Warrants). Assuming
exercise of the 3,750,000 Warrants held by the Subscriber and combined with
current shareholdings of 3,000,000 common shares, such subscriber will own
14,250,000 common shares, representing 31.4% of the issued and outstanding
common shares on a partially diluted basis to reflect this private placement
and exercise of all Warrants held by this subscriber (based on 45,418,393
common shares outstanding) and accordingly will become the largest shareholder
of the Company.
    "We are very excited about bringing an investor like Mr. McEwen into
Cyberplex." said Geoffrey Rotstein, chief executive officer of Cyberplex.
"With his vast network of relationships and the additional capital raised
through this private placement, we are focussed on aggressively growing our
existing businesses and actively pursing value creating acquisitions."
    Mr. McEwen is currently the Chairman and CEO of US Gold Corporation
(OTCBB: USGL), a company focussed on becoming the premier exploration company
in Nevada. Prior to that, he was Chairman and CEO of Goldcorp Inc. which
merged with Wheaton River Minerals in 2005 to become one of the most
successful combinations in the gold sector.
    The private placement is scheduled to close on or about June 29, 2006 and
is subject to certain conditions including, but not limited to, the receipt of
all necessary approvals including the approval of the Toronto Stock Exchange
(the "TSX"). As the private placement is deemed to materially affect control
of the Company and the number of common shares and Warrants being issued
exceeds 25% of the number of common shares outstanding on a non-diluted basis,
the Company will be seeking written shareholder consent to the private
placement from holders of more than 50% of the outstanding common shares of
the Company in reliance on an exemption pursuant to TSX requirements.
    GMP Securities L.P. is acting as financial advisor to the Company.

    About Cyberplex

    Cyberplex Inc. (www.cyberplex.com) is a technology consulting firm
focused on application expertise. The Company's specialized team of management
and technology consultants assist clients with all aspects of their
applications as they enhance, automate and manage technology solutions that
improve business processes.

    This news release may contain certain forward-looking statements that
reflect the current views and/or expectations of Cyberplex Inc. with respect
to its performance, business and future events. Such statements are subject to
a number of risks, uncertainties and assumptions. Actual results and events
may vary significantly.



For further information: Geoffrey Rotstein, Chief Executive Officer,
Cyberplex Inc., Phone: (416) 597-8889, geoff.rotstein@cyberplex.com
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