Nexient Issues Update on Strategic Alternative Review

    SYDNEY, NS, Jan. 31 /CNW/ - Nexient Learning Inc. (TSX: NXN), Canada's
largest corporate training company, announced today an update to its strategic
review process. As previously announced, Nexient and its Board of Directors
have worked over the past several months with financial and other advisors to
review Nexient's strategic alternatives. Nexient's $28,364,102 principal
amount of outstanding secured debentures were due to mature November 8, 2007.
Nexient announced today that in continuance of the memorandum of understanding
signed on November 14, 2007, it has executed a non-binding letter of intent
with three parties (the "Investors") with respect to a transaction which would
result in the retirement of all of Nexient's existing secured debentures, the
strengthening of Nexient's balance sheet, and the acquisition of all of
Nexient's shares by the Investors for a price of approximately $0.09 per
share. The proposed transaction is subject to a number of conditions,
including receipt by the Investors of bank financing commitments to fund a
portion of the transaction, completion of the Investors' due diligence and the
negotiation and execution of a mutually satisfactory support agreement with
Nexient. Nexient has agreed to negotiate exclusively with the Investors with
respect to the proposed transaction until February 29, 2008.
    In connection with the execution of the letter of intent, Nexient's
senior debentureholders have continued to support the company and have agreed
to work with Nexient to formally extend the obligations for a period up to
April 30, 2008 to facilitate the closing of the proposed going-private
transaction. Nexient believes such extension will be sufficient to permit the
closing of the transaction contemplated by the letter of intent executed
    There can be no assurance that any binding agreement will result from the
letter of intent, or that a transaction with the Investors, or a transaction
with any other party will be completed.

    About Nexient Learning Inc.

    Nexient Learning Inc. is the largest corporate training and consulting
company in Canada. Nexient delivers the broadest choice of top calibre,
industry-recognized curricula in information technology, business process
improvement and leadership and business skills. Nexient's learning services
include learning management systems, curriculum development and strategic
consulting. With 18 locations across Canada, Nexient offers innovative
learning solutions in both classroom and online formats. Nexient is traded on
the Toronto Stock Exchange as "NXN". More information is available on the
company's website at

    Forward Looking Statements

    This press release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and other factors
including economic conditions 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 transaction remains subject to customary
conditions including working capital adjustments, and there can be no
assurance that the transaction will be completed as scheduled or at all. 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
    %SEDAR: 00002373E

For further information:

For further information: Donna de Winter, Chief Financial Officer,
Nexient Learning Inc., (416) 964-8688 ext. 2636,

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