June 27, 2010 (FinancialWire) (Investrend Information Syndicate) — Invictus Financial, Inc. (TSX Venture: IVF) recently announced that the company sold its operating business, Stockgroup Media, Inc., to a group led by current management. The terms included 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 company stated that the financial market collapse in late 2008 led to a significant decline in its business. The company further stated that, 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 company’s board was unable to find a suitable buyer. The board stated that, having carefully reviewed all alternatives, it determined that the best interest of shareholders would be served by divesting the operating business and pursuing 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, sold its wholly owned subsidiary (Stockgroup) 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, and; Administrative support. Further, 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, and; Purchaser will be responsible for 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 carried forward.

Also, Marcus New resigned his position as President and CEO of Stockgroup, remaining a Director of Invictus.

The board of directors stated it would actively pursue new business opportunities for Invictus, going forward.

This transaction was subsequently approved by the TSX Venture exchange. Invictus now trades under the symbol IVF.H.

Additional information and Invictus Financial, Inc., company filings are accessible via the SEDAR website (at http://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00018363).
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