INSIDER PARTICIPATION IN PRIVATE PLACEMENT FINANCING

/Not for dissemination in the United States of America/

CALGARY, April 21 /CNW/ - Edleun Group, Inc. (TSX-V: EDU) ("Edleun" or the "Company").  In connection with it's previously announced private placement of 22,730,000 common shares (a "Share" or "Shares") at a price of $1.10 per share for gross proceeds of $25,003,000 (the "Offering"), the Company has now confirmed that certain directors and significant shareholders who are considered to be insiders of the Company will purchase an aggregate of 6,654,700 Shares for gross proceeds of $7,320,170 or 29.28% of the Offering.  As a result the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101").  The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeds 25% of the Company's market capitalization.

The securities to be issued pursuant to this private placement by Edleun have not and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption therefrom under the 1933 Act and the securities laws of all applicable states.

This private placement is subject to standard closing conditions, including the execution of a definitive agency agreement, the approval of the TSX Venture Exchange and any other necessary regulatory requirements.  The Shares will be offered in certain provinces of Canada by way of a private placement pursuant to applicable prospectus exemptions, and may be offered to U.S. purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").  The securities issued pursuant to the Offering will be subject to a four-month hold period in Canada from the date of the closing of the Offering.

FORWARD-LOOKING STATEMENTS:

Certain statements in this Release which are not historical facts may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Any statements related to Edleun's projected revenues, earnings, growth rates, revenue mix, staffing and resources, and product plans are forward looking statements as are any statements relating to future events, conditions or circumstances. The use of terms such as "believes", "anticipated", "expected", "projected", "targeting", "estimate", "intend" and similar terms are intended to assist in identification of these forward-looking statements. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions. Except as required by law, Edleun does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

The Company undertakes no obligation, except as required by law, to update publicly or otherwise any forward-looking information, whether as a result of new information, future events or otherwise, or the above list of factors affecting this information. Many factors could cause the actual results of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Edleun Group, Inc.

For further information:

Leslie Wulf, Chief Executive Officer or Dale Kearns, Chief Financial Officer, of Edleun Group, Inc. at (403) 705-0362, or Nick Hurst of the Equicom Group, Inc. at (403) 218-2835.

Profil de l'entreprise

Edleun Group, Inc.

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