Monexa Technologies Corp. Closes Non-Brokered Private Placement

VANCOUVER, Feb. 22 /CNW/ - Monexa Technologies Corp. (TSX-Venture: MXA) ("Monexa" or the "Company") is pleased to announce that, further to the Company's previously announced private placement, it has formally closed its non-brokered private placement and raised gross proceeds of $321,000.

John Jacobson, President and CEO, said, "A recent analyst report from Saugatuck Technology confirmed Monexa Billing as a leading cloud-based subscription billing solution. This round of investment is instrumental in our drive to build our recurring revenue to grow shareholder value."

The Company received final acceptance from the TSX Venture Exchange for the issuance to Investors of 2,675,001 convertible preferred shares (the "Shares") of the Company at a price of $0.12 per Share (the "Offering"). The Company has also issued 1,284,000 common share purchase warrants (the "Warrants") in connection with the Offering, each of which will entitle Investors to acquire a common share of the Company at a price of $0.36 until August 7, 2014. The Shares and Warrants, as well as any common shares issued on conversion of the Shares or exercise of the Warrants, are subject to a four month hold period expiring on June 23, 2010.

Investors will be entitled to an annual cumulative cash dividend of 10% of the issue price of the Shares, payable in cash in arrears on December 31 of each year. The Shares are convertible at the Investor's option into common shares of the Company on a 1:1 basis. After February 7, 2011 the Company may elect to convert the Shares into common shares if: (a) the closing price of the common shares is at a price greater than $0.40 per share for a period of 30 consecutive trading days, and (b) the total trading volume over such period is greater than 20% of the common shares issued and outstanding at the beginning of such period, excluding all common shares of the Company held by Pender Growth Fund (VCC) Inc. and by Pender Financial Group Corporation. The terms of the Shares provide that they are redeemable at the original issue price, plus accrued and unpaid dividends (the "Redemption Price"), on or after August 7, 2014 or on the occurrence of a change of control, consolidation, amalgamation or merger of the Company, a sale of substantially all of the Company's assets or undertaking, or a liquidation, winding-up or dissolution of the Company.

The Investors have agreed that, on redemption of the Shares, they will receive the lesser of: (a) a price equal to three times the Company's annual revenue, calculated on a per common share basis; and (b) the Redemption Price. The Investors will also have a pro-rata right to participate in subsequent equity or debt financings and maintain their percentage equity ownership of the Company on a fully-diluted basis.

About Monexa

Monexa offers a flexible on-demand subscription billing solution that provides a fast and scalable environment for expediting the launch of products, services and applications online. This accelerates our customers' time to market and revenue return.

Monexa pioneered the on-demand subscription billing space and has worked with hundreds of businesses to help monetize their services. Having the most capable and open subscription billing solution in the cloud, combined with proven billing industry expertise, sets Monexa apart from other service providers. Monexa's customers range in size from high growth SaaS and Cloud Infrastructure companies like Untangle and ActiveState to large household name companies like AOL Canada, Sprint, Amway and Bell Mobility. For more information visit http://www.monexa.com.

Forward-Looking Statements

This news release contains forward-looking statements. Actual events or results may differ materially from those described in the forward-looking statements due to a number of risks and uncertainties, including changes in financial and product market conditions. Forward-looking statements are based on management's estimates, beliefs, and opinions. The Company assumes no obligation to update forward-looking statements, other than as may be required by applicable law.

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.

For further information: John Bean, CFO, D [phone], E [email protected]