Press Releases

Invictus Financial Sells Operating Company

June 11, 2010

Invictus Financial Sells Operating Company

VANCOUVER, BRITISH COLUMBIA, Jun 11, 2010 (MARKETWIRE via COMTEX) -- Invictus Financial Inc today announced that the company has sold its operating business "Stockgroup Media Inc." to a group led by current management. The terms include the assumption by the management group of approximately $1.5 million in negative working capital and approximately $2.1 million in vendor liabilities.

In September 2008 the company hired Marlin & Associates to review all strategic scenarios for the company including a sale. The financial market collapse in late 2008 led to a significant decline in the Company's business. Even with significant cost cutting efforts and negotiations with vendors over the past year and a half the company was unable to change its working capital deficit. As a result of the decline in revenue and the impact on the Company's balance sheet, the Board has been unable to find a suitable buyer. Having carefully reviewed all alternatives, the Board has now determined that it is in the best interest of shareholders to divest of the operating business and pursue new business opportunities for Invictus.

The Board of Directors in accordance with the resolution authorized by the shareholders at the annual general meeting held December 31, 2009 has sold its wholly owned subsidiary under the following terms:

  • Purchaser will assume the operating liabilities and assets of Stockgroup Media
  • Purchaser will assume all employee severance liabilities
  • Purchaser will provide administrative services to Invictus until the earlier of 365 days or until Invictus completes a private placement of any amount. Administrative services include:
  • Office space
  • Accounting services
  • Filing services and fees
  • Administrative support
  • Purchaser will pay a royalty if applicable of 5% of all revenue over $4,000,000 in each 12 month period for 3 years to Invictus

Purchaser will be responsible winding down Stockgroup Systems (UK) Ltd. and Stockgroup Systems (USA) Inc. which have negligible assets and significant liabilities.

As a result of the sale Invictus will have no assets, a debenture of $ 231,519 due May 15, 2011 and approximately $22 million dollars in operating tax loss carry forwards. Marcus New has resigned his position as President and CEO of Stockgroup and will remain a Director of Invictus.

The board of directors will actively pursue new business opportunities for Invictus.

This transaction is subject to the TSX Venture exchange approval. Upon obtaining TSX Venture approval, Invictus will trade under the symbol - IVF.H.

Legal notice regarding Forward Looking Statements

This release contains "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward looking statements". Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Readers are cautioned that actual future operating results and economic performance of the Company are subject to a number of risks and uncertainties, including general economic, market and business conditions and could differ materially from what is currently expected. More information about potential risk factors that could affect our business is included in our annual report for the year ended December 31, 2009, as amended, and our quarterly reports and other periodic filings filed from time to time and available publicly at www.sec.gov and www.sedar.com. Invictus undertakes no obligation and does not intend to update these forward looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date of this press release. All forward looking statements are qualified in their entirety by this cautionary statement.

To find out more about Invictus Financial Inc. /quotes/comstock/11v!ivf (CA:IVF 0.01, 0.00, 0.00%) , visit our website at www.stockgroup.com.

Neither TSX Venture Exchange or 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.

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