Wellington Financial Fund II Acquires Common Shares of Nexient Learning Inc.

    TORONTO, April 27 /CNW/ - Fund 321 Limited Partnership, c.o.b. as
Wellington Financial Fund II ("Wellington") announced that on April 17, 2009,
it acquired 14,191,733 Common Shares of Nexient Learning Inc. ("Nexient")
pursuant to the terms of the Third Senior Debenture and Mezzanine Debenture
issued to Wellington by Nexient 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
Wellington on April 17, 2009 represent Wellington's accrued interest
entitlements under the Debentures from their date of issuance until March 31,
2009. These Common Shares represent approximately 25% of Nexient's outstanding
Common Shares.
    After acquiring these Common Shares, Wellington beneficially owns and
controls 17,889,608 Common Shares, representing approximately 32% of
outstanding Common Shares, 17,729,167 Series A Preferred Shares, representing
approximately 37% of outstanding Series A Preferred Shares, 3,851,486 Series B
Preferred Shares, representing approximately 36% of outstanding Series B
Preferred Shares, and 590,909 Series G Warrants (which are exercisable for
590,909 Common Shares at a price of $0.12 per share). If Wellington were to
convert all of its convertible securities then, assuming that no other
securityholder converts its convertible securities, Wellington would own and
control 40,061,170 Common Shares, which would represent approximately 51% of
Nexient's outstanding Common Shares. On a partially diluted basis, assuming
the conversion of all of Nexient's outstanding preferred shares and warrants,
Wellington's holdings would represent approximately 29% of Nexient's
outstanding Common Shares.
    The Common Shares were issued to Wellington 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. Wellington 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 (www.sedar.com) containing
additional information with respect to the foregoing matters.

For further information:

For further information: or to obtain a copy of the report: Mark
McQueen, President & CEO, Wellington Financial LP, Brookfield Place, Suite
2520, 161 Bay Street, P.O. Box 225, (416) 682-6000,

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