LeoNovus Announces Private Placement Agreement

LeoNovus to use funds to ramp Market Activities

PALO ALTO, Calif., Feb. 21, 2012 /CNW/ - LeoNovus Inc. ("LeoNovus" or the "Company") (TSX-V: LTV) is pleased to announce today that it has entered into an agreement with MGI Securities Inc. ("MGI") for a brokered private placement of CDN$3,000,000 gross proceeds (the "Offering") based on 20,000,000 units (the "Units") priced at CDN$0.15 per Unit. Each Unit comprises one (1) common share in the capital of the Company (the "Common Share") and one (1) Common Share purchase warrant entitling the holder to purchase one (1) Common Share for a period of three (3) years from the closing date of the Offering at an exercise price of CDN$0.24 per Common Share. The Company has also agreed, subject to regulatory approval, to grant MGI an agent's option (the "Agent's Option") to increase the size of the Offering by up to an additional fifteen percent (15%) of Units, exercisable at any time on or before the date that is two days prior to the closing date of the Offering at the same price. The Offering is anticipated to close on or about March 15, 2012. Proceeds of the Offering will be used for general corporate purposes. The securities to be issued pursuant to the Offering will be subject to a four (4) month and one (1) day hold period from the date of issuance. Completion of the Offering is subject to regulatory approval, including acceptance and approval of the TSX Venture Exchange.

The Company has received to date aggregate bridge funds of US$89,000 from a non-related party and from certain LeoNovus Directors. The terms of the bridge funding were set by the non-related party as a 60-day secured loan at fifteen percent (15%) interest. The directors are providing the remainder of the bridge loan funds on the same terms as the non-related party and it is anticipated that this may include up to an additional US$50,000.

In its consideration and approval of the bridge loan transactions, the Company's board of directors (the "Board") took note of the fact that the agreements with the directors are related party transactions, as defined in securities regulations[1] and that it is in the best interests of the Company to conclude the agreements expeditiously. The Board determined that the transactions are exempt from formal valuation and minority approval requirements.[2] Individual directors with an interest in the transactions complied with the requirements of the Business Corporations Act (Ontario) in respect of the transactions.

LeoNovus is developing a high performance browser-based Internet software platform with a managed system that will provide consumer electronic devices such as HDTVs access to all the features, content, and functionality available on the Internet without the malware, security and support issues of a PC.

The securities offered in the Offering have not been and will not be registered under the U.S. Securities Act as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.

About LeoNovus Inc. (www.LeoNovus.com)
LeoNovus is developing a high performance browser-based Internet platform with a managed system approach that will provide HDTVs and other consumer electronic devices with access to all the features, content, and functionality available on the Web without the malware, security and support issues of a PC. LeoNovus seeks to change the way high-value Internet content is organized, monetized, and delivered on HDTVs, providing a true consumer electronics experience to the largest monitor in the house.

LeoNovus shares have traded on the TSX Venture Exchange since June 10, 2009. Further information about LeoNovus can be found in its filings with Canadian securities regulators, which filings are available at www.sedar.com.

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

Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with LeoNovus's growth, the state of the financial markets, regulatory risks and other factors. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of, and the intended use of proceeds of, the Offering. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, LeoNovus disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. More detailed information about potential factors that could affect LeoNovus' financial and business results is included in public documents LeoNovus files from time to time with Canadian securities regulatory authorities and which are available at www.sedar.com.

All trademarks and brands mentioned in this release are the property of their respective owners.

LeoNovus™ Inc.
TSX Venture Exchange Symbole: LTV
1800 Embarcadero Rd.
Palo Alto, CA 94303 USA
Phone: (650) 856-8500 (US-PST)
Fax: (650) 856-8510
www.LeoNovus.com
Email: media@LeoNovus.com

1. Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")

2. Under sections 5.5(a) and 5.7(a) of MI 61-101

SOURCE LeoNovus Inc.

For further information:

Jim Fredrickson, +1-650-856-8500, fax +1-650-856-8510, IR@LeoNovus.com

http://www.leonovus.com


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