The VenGrowth Investment Fund Inc. Acquires Common Shares of Nexient Learning Inc.

    TORONTO, April 27 /CNW/ - The VenGrowth Investment Fund Inc. ("VIF")
announced that on April 17, 2009, it acquired 8,524,630 Common Shares of
Nexient Learning Inc. ("Nexient") pursuant to the terms of the Third Senior
Debenture and Mezzanine Debenture issued to VIF by Nexient Learning Canada
Inc. on June 30, 2008 (collectively, the "Debentures") in connection with a
recapitalization, whereby, among other things, Nexient restructured its then
outstanding debentures and warrants and consolidated its then outstanding
Common Shares. Pursuant to the terms of the Debentures, a portion of the
interest payable thereunder is paid through the issuance of Common Shares of
Nexient valued at the market price of such shares as at the relevant interest
payment date. The Common Shares issued to VIF on April 17, 2009 represent
VIF's accrued interest entitlements under the Debentures from their date of
issuance until March 31, 2009. These Common Shares represent approximately 15%
of Nexient's outstanding Common Shares.
    After acquiring these Common Shares, VIF beneficially owns and controls
10,168,335 Common Shares, representing approximately 18% of the outstanding
Common Shares of Nexient, 10,649,479 Series A Preferred Shares, representing
approximately 22% of the outstanding Series A Preferred Shares and 1,693,646
Series B Preferred Shares, representing approximately 16% of the outstanding
Series B Preferred Shares. If VIF were to convert all of the convertible
securities that it holds in Nexient then, assuming that no other
securityholder converts its convertible securities, VIF would own and control
22,511,460 Common Shares, which would represent approximately 33% of Nexient's
outstanding Common Shares. On a partially diluted basis, assuming the
conversion of all of Nexient's outstanding preferred shares and warrants,
VIF's holdings would represent approximately 16% of Nexient's outstanding
Common Shares.
    The Common Shares were issued to VIF pursuant to the terms of the
Debentures and are exempt from prospectus and registration requirements
pursuant to National Instrument 45-106 - Prospectus and Registration
Exemptions. VIF may, depending on market and other conditions, on an
individual or joint basis, increase or decrease its beneficial ownership of
Common Shares of Nexient, whether in the open market, by privately negotiated
agreements, or otherwise.

    This press release is issued pursuant to National Instrument 62-103 - The
Early Warning System and Related Take-Over Bid and Insider Reporting Issues,
which requires a report to be filed on SEDAR ( containing
additional information with respect to the foregoing matters.

For further information:

For further information: or to obtain a copy of the report: Ryan
Farquhar, The VenGrowth Investment Fund Inc., 105 Adelaide St. W, Suite 1000,
Toronto, Ontario, M5H 1P9, (416) 628-9256,

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