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Published on 9/1/2006 in the Prospect News PIPE Daily.

New Issue: Nexient Learning places units, debentures for C$5.37 million

By Laura Lutz

Des Moines, Sept. 1 - Nexient Learning Inc. expects to raise C$5.367 million in private placements of units issued by the company and of debentures issued by subsidiary Nexient Learning Canada Inc.

Nexient has raised C$5.087 million to date, and it expects to complete closings for C$280,000 more over the next week.

After the upcoming closings, the company expects to have sold 10,239,572 units, for a total of C$2.867 million. The company also sold C$2.5 million of 9% subordinated secured debentures issued by Nexient Learning Canada Inc. along with 2,678,571 warrants of Nexient.

Nexient will have sold each unit of one share and one half-share warrant for C$0.28. Each full warrant will be exercisable at C$0.35 for five years.

When the sale of units was announced on July 27, the company planned a C$2.5 million maximum size. On Aug. 23, Nexient announced that it planned to upsize the placement of units to a maximum of C$3 million.

The debentures will mature on Nov. 8, 2007. The warrants accompanying the debentures will have an exercise price of C$0.28 and a term of five years.

VenGrowth Traditional Industries Fund Inc. and affiliated investors bought the debentures s as well as C$1 million of the units.

Directors and officers of the company bought an additional C$469,000 of the units.

The proceeds will be used to retire the company's C$3,450,000 of 9% class A unsecured convertible subordinated debentures and for working capital purposes.

Nexient is a Toronto-based corporate training and consulting company.

Units

Issuer:Nexient Learning Inc.
Issue:Units of one share and one half-share warrant
Amount:C$2.867 million
Units:10,239,572
Price:C$0.28
Warrants:One half per unit
Warrant expiration:Five years
Warrant strike price:C$0.35
Investor:VenGrowth Traditional Industries Fund Inc. (lead for C$1 million)
Pricing date:July 27
Upsized:Aug. 23
Settlement date:Sept. 1 (partial)
Stock symbol:Toronto: NXN
Stock price:C$0.32 at close on July 27 and Aug. 31
Debentures
Issuer:Nexient Learning Inc.
Issue:Subordinated secured debentures
Amount:C$2.5 million
Maturity:Nov. 8, 2007
Coupon:9%
Warrants:2,678,571
Warrant expiration:Five years
Warrant strike price:C$0.28
Investor:VenGrowth Traditional Industries Fund Inc. (lead)
Settlement date:Sept. 1
Stock symbol:Toronto: NXN
Stock price:C$0.32 at close on July 27 and Aug. 31

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