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Prosoft Announces Hunt Capital's Support of Merger; Largest Shareholder Consents to Transaction.


Business Editors/High-Tech Writers

PHOENIX--(BUSINESS WIRE)--April 15, 2004

ProsoftTraining (Nasdaq:POSO) today announced that its largest shareholder, Hunt Capital Growth Fund II, L.P., has agreed in principle to vote in support of Prosoft's proposed merger with Trinity Learning Corporation.

Hunt Capital's existing investments in Prosoft include common stock, warrants to purchase common stock, a convertible subordinated note, and a liquidity preference right. In support of the proposed merger, Hunt has agreed in principle (i) to vote its shares in favor of the merger and all related shareholder proposals, (ii) to consent to the merger under the terms of its convertible subordinated note and maintain its existing note investment in the post-merger company, and (iii) upon consummation of the merger, to exchange its existing liquidity preference right in Prosoft for a warrant to purchase approximately 5 percent of the fully diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 ownership of the combined company at a nominal price Nominal price

Price quotations on futures for a period in which no actual trading took place.
.

"I'm very pleased to receive the support of Hunt in our efforts to enhance shareholder value through the proposed merger. Hunt is our largest shareholder and has been our primary capital provider for the past four years. I believe Hunt's decision to not only support the merger through the voting of its shares, but also to expand its holdings in Prosoft through the exchange of its liquidity preference for a warrant to purchase common stock, independently validates our vision of the future for Prosoft and the inherent value of the merger with Trinity Learning," stated Robert Gwin, Prosoft's chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. .

Prosoft's agreement with Hunt Capital is subject to completion of final documentation satisfactory to each of the parties.

About ProsoftTraining

ProsoftTraining (Nasdaq:POSO) offers content and certifications to enable individuals to develop and validate critical information and communications technology Noun 1. communications technology - the activity of designing and constructing and maintaining communication systems
engineering, technology - the practical application of science to commerce or industry
 (ICT (1) (Information and Communications Technology) An umbrella term for the information technology field. See IT.

(2) (International Computers and Tabulators) See ICL.

1. (testing) ICT - In Circuit Test.
) workforce skills. Prosoft is a leader in the workforce development arena, working with state and local governments and school districts to provide ICT education solutions for high school and community college students. Prosoft has created and distributes a complete library of classroom and e-learning courses. Prosoft distributes its content through its ComputerPREP division to individuals, schools, colleges, commercial training centers and corporations worldwide. Prosoft owns the CIW (Certified Internet Webmaster) A program of certification from Prosoft Learning Corporation for professionals specializing in Internet technologies. CIW instructor-led training is offered by authorized training organizations and academic institutions.  job-role certification program for Internet technologies and the CCNT CCNT Constellation Communication and Navigation Transceiver  (Certified See certification.  in Convergent Network Technologies) certification, and manages the CTP CTP (cytidine triphosphate): see cytosine.


(1) (Computer-To-Plate) The production of printing plates directly from the computer without requiring film as an intermediate step.
 (Convergence Technologies Professional The Convergence Technologies Professional certification program is designed to ensure that all convergence workers have a proper foundation for using the technologies associated with Voice over IP. ) vendor-neutral certification for telecommunications. To find out more, visit www.ProsoftTraining.com, www.ComputerPREP.com, www.CIWcertified.com and www.CTPcertified.com.

Except for historical information contained herein, the matters discussed in this press release are statements of a forward-looking nature that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, without limitation, the Company's ability to complete documentation acceptable to it and to Hunt Capital, the Company's ability to complete the proposed merger with Trinity Learning Corporation, and the other risks and uncertainties outlined in the Company's filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Report on Form 10-K/A. The Company undertakes no obligation to update this forward-looking information.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Apr 15, 2004
Words:514
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