Subscribe Technologies Inc. has arranged a non-brokered private placement of up to 10 million units at a price of 5 cents per unit, for gross proceeds of up to $500,000.

Each unit consists of one common share in the capital of the company and one common share purchase warrant, with each warrant exercisable into one common share at a price of 10 cents for a period of 18 months after closing of the offering.  In the event that, after the closing date of the offering, the closing sales price (or the closing bid, if no sales were reported on a trading day) of the common shares of the company on the Canadian Securities Exchange (or other exchange or quotation system where the company’s shares are listed and where a majority of the trading volume of the shares occurs)  is 12 cents or higher for a period of 15 consecutive trading days, the company may, at its option, within ten business days of such event, provide notice by way of press release to the holders of the warrants of the early expiry of the warrants, and in such case  the warrants shall expire on that date that is 15 days from the date that such notice is given.

The company may, as compensation to individuals that introduce subscribers to the company, and subject to regulatory approval: (i) pay cash commissions; and (ii) issue non-transferable common share purchase warrants (with identical terms as those warrants issued under the offering) equal to 8 per cent of the gross aggregate proceeds of a subscription made by a subscriber who is introduced to the company by such finder upon satisfaction of the release conditions.

The offering is subject to certain conditions, including (but not limited to) the receipt of any required regulatory approval. The securities issued in connection with this private placement will be subject to a four-month hold period. Insiders may participate in the offering.