SF Client UpSNAP Merges with Call Genie and Raises $1.2M


Call genie completes acquisition of the assets of upsnap services, llc and completes $1.2 million financing – 10.26.2011

Toronto, Ontario – Call Genie Inc. (TSX: GNE) (“Call Genie” or the “Company”) is pleased to announce that it has completed its acquisition of the assets of UpSNAP Services, LLC (“UpSNAP”) in a cash and equity transaction.  Management of Call Genie expects that this acquisition will allow the Company to expand its product offering to existing and prospective customers, increase revenues, and move further into the advertising network space through additional forms of publications, advertisers, mobile advertising services and partnerships.  Scale Finance has provided Controller Services and Transaction Advisory support for UpSNAP since 2007.

Call Genie expects to merge operations with UpSNAP in Q4, 2011, brand the combined suite of mobile advertising services UpSNAP Mobile, and offer the comprehensive array of services via the cloud through pre-defined APIs or on a white label basis to customers wishing to serve and manage their own search and advertising.

As consideration for the transaction, Call Genie issued 3 million common shares to the owners of UpSNAP and paid $125,000 USD in cash at closing.  The acquisition agreement provides that an additional 500,000 common shares and $125,000 USD will be payable nine months from closing based on pre-established performance criteria.

Further, Call Genie announced today that it has closed its financing via Wolverton Securities Ltd. wherein it raised $1.2 million through the issuance of 12,000,000 units (the “Units”) at a price of $0.10 per Unit. Each Unit consists of one common share in the capital of Call Genie and one-half of one common share purchase warrant. Each whole Warrant entitles the holder thereof to acquire one common share at an exercise price of $0.12 per share for a period of 36 months following the closing of the financing. The financing included participation of the Chairman of the Board who purchased 2,000,000 Units.  All securities issued pursuant to the financing are subject to a four-month hold period under applicable securities laws.

Call Genie expects to utilize the net proceeds of the financing to support the expansion of UpSNAP through ad/campaign inventory purchases and to provide general working capital for the Company.

About Call Genie Inc.

Call Genie is a leading global solutions provider in mobile local search and mobile digital interactive advertising.  Call Genie enables traditional industries to move to new business models that support the connection of mobile consumers and local merchants. Solutions provided include search and advertising serving technology and services that utilize advanced wireless networks as well as the mobile internet to enable a “mobile ecosystem” that encompasses advertisers, service providers (e.g., internet yellow pages, carriers, network broadcasters) and mobile users. Currently, Call Genie solutions are deployed in 12 countries around the world.  www.callgenie.com.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Call Genie. The securities of Call Genie have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.