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Cortex Announces Restatement of Financial Statements

CALGARY, ALBERTA — (Marketwired) — 11/28/14 — Cortex Business Solutions Inc. (TSX VENTURE: CBX)(OTCQX: CTPNF), an enterprise e-Procurement solutions company, has restated its consolidated statements of financial position as of July 31, 2013 (“F2013”), July 31, 2012 (“F2012”) and August 1, 2011 and its consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders– equity and consolidated statements of cash flows for the years ended July 31, 2013 and July 31, 2012 (the “Consolidated Financial Statements”). Further information on these adjustments and a reconciliation of amounts previously reported are contained in Note 2 to the Consolidated Financial Statements.

The Company has updated the disclosure presented in the Consolidated Financial Statements and has also restated the related management discussion and analysis (“MD&A”) for the accompanying periods to reflect events occurring subsequent to the original filing dates. The Company has amended the annual filings made for the year ended July 31, 2013 and for Q1, Q2 and Q3 for the fiscal year ending July 31, 2014 with comparatives for the prior year. However, the Company has not amended, and does not intend to amend, the annual filings made for the year ended July 31, 2012 or the interim filings made in 2012. Accordingly, the restated MD&A–s should be read in conjunction with the Company–s restated filings that have been filed on or after November 26, 2014.

During the fourth quarter of 2014, management revisited a certain contract that the Company entered into during fiscal 2009 (the “Agreement”). The Agreement included a provision whereby the Company is obligated to pay a rebate to the counterparty to the Agreements based on future gross revenues earned by Cortex, to a maximum of $2,300,000, where the rebate is paid on the basis of 5% of the Company–s gross revenue. Prior to this restatement, the Company had accrued the 5% rebate payable as actual gross revenues earned and recorded a rebate expense accordingly. Upon review of IAS 37, Provisions, Contingent Liabilities and Contingent Assets and IAS 32, Financial Instruments and Presentation–s contingent settlement provisions, it was determined that a financial liability should have been recorded for this rebate, instead of recording it as a rebate expense as revenues were earned Consequently, the Company has determined that a restatement is required to reflect this provision. Details of this restatement are discussed further below. There was no impact on the cash flows of the Company as a result of the restatements.

The rebate provision restatement was the result of a contract entered into by the Company in 2009 designed to secure the commitment of the Company–s first large buying organization as an anchor client. This contract enabled the Company to work with this buying organization to further assist the Company–s growth strategy, and resulted in that buying organization onboarding their supply chain to the Network. The contract had a provision for a 5% rebate to be paid to the anchor client at a rate of 5% of total future revenues until a maximum of $2,300,000 was rebated.

Restatement Documents

As a result of the restatement, the Board, upon the recommendation of the Audit Committee, has determined to restate and amend the following financial documents which are being filed today;

Impact of the Restatement

For details of the impact to the results of the Company, please refer to the detailed disclosures included in each of the above highlighted restated documents. A summary of the impact is as follows:

F2013 Restated – on the Consolidated Statements of Loss and Comprehensive Loss: reduced commissions and credit cards expenses by $308,005 and reduced finance income (expense) by $38,618. Comparatives for F2012: commissions and credit cards expenses were reduced by $247,766 and finance income (expense) was reduced by $60,608. The impact to net loss for F2013 was a decrease of $269,387. Accounts payable and accrued liabilities were decreased by $28,515 and the rebate provision was increased to $382,315 current portion and $1,274,600 non-current portion and deficit was increased by $1,628,400 as at July 31, 2013.

Q1 F2014 commissions and credit card expenses were reduced by $88,705 and finance income (expense) was reduced by $11,851. The impact to net loss was a $76,854 improvement to net loss.

Q2 F2014 commissions and credit card expenses were reduced by $98,805 and finance income (expense) was reduced by $11,851. The impact to net loss was a $86,954 improvement to net loss.

Q3 F2014 commissions and credit card expenses were reduced by $114,914 and finance income (expense) was reduced by $11,851. The impact to net loss was a $103,063 improvement to net loss.

As mentioned previously, there was no impact on the Consolidated Statements of Cash Flows.

Conference Call

Cortex will conduct a conference call on Friday, November 28, 2014 at 10:00 a.m. Eastern Time (8:00 a.m. Mountain Time) to discuss its financial results for the fiscal fourth quarter and full year ended July 31, 2014. The financial results will be issued in a press release prior to the call.

Cortex management will host the conference call, followed by a question and answer period.

Please call the conference telephone number ten minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860.

A replay of the conference call will be available after the call through December 5, 2014.

About Cortex Business Solutions

Cortex Business Solutions Inc. (TSX VENTURE: CBX)(OTCQX: CTPNF) is an enterprise e-Procurement solutions company that improves efficiencies, reduces costs and streamlines procurement and supply chain processes for its customers. Accessing the Cortex Network enhances the exchange of business critical documents, such as purchase orders, receipts and invoices, resulting in improved cash flow management and business controls, while reducing day–s outstanding and administrative costs. Cortex is a low cost, low risk solution that can be implemented quickly by leveraging clients– existing business environment. For more information, please visit .

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements. All statements other than statements of historical fact may be forward-looking statements. In particular, this press release contains forward-looking statements pertaining to meaning revenue growth from e-billing solution and recurring revenue growth. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Cortex believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon by investors. With respect to forward-looking statements contained in this press release, Cortex has made assumptions regarding, among other things: Cortex–s continued success in gaining new customers in Canada and the United States, general economic and financial conditions, and other assumptions as set forth in the company–s annual filings. Cortex–s actual results could differ materially from those anticipated in these forward-looking statements as a result of risk factors that may include, but are not limited to: worse than expected general economic conditions in Canada and the United States, the inability of management to execute its business plan and manage growth successfully and the risk of slow service adoption. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Cortex–s operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website ().

The forward-looking statements contained in this press release speak only as of the date of this press release and are expressly qualified, in their entirety, by this cautionary statement. Readers should not place undue reliance on forward-looking information. Except as required by law, the company undertakes no obligation to publicly update or revise any forward-looking statements.

Investor Relations Contacts:
Liolios Group, Inc.
Cody Slach

Brisco Capital Partners
Scott Koyich

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