POSO Prosoft Learning (MM)

Prosoft and Trinity Learning Announce Termination of Merger Agreement BERKELEY, Calif., July 23 /PRNewswire-FirstCall/ -- ProsoftTraining (NASDAQ:POSO) and Trinity Learning Corporation (OTC:TTYL) (BULLETIN BOARD: TTYL) today announced they have agreed to terminate the merger agreement between the companies. Prosoft will also withdraw the Registration Statement on Form S-4, which it had recently filed with the Securities Exchange Commission in anticipation of the transaction. Additional details were not disclosed. "Despite the substantial efforts by both companies to structure a successful transaction, the challenges to completing the merger ultimately could not be overcome. Given the continuing changes in the market and our other business opportunities, Prosoft's board of directors has determined that the company's shareholders are better served by remaining an independent entity at this time," stated Robert Gwin, chairman and CEO of Prosoft. Douglas Cole, CEO of Trinity Learning, added, "Our board of directors concurs with this decision, despite best efforts by both companies to close the proposed transaction. Trinity Learning will continue our strategy to grow through acquisitions, business development and strategic alliances. I believe that Prosoft and Trinity Learning will continue to explore other ways to collaborate even though the merger agreement has been terminated." About Trinity Learning Corporation Trinity Learning Corporation, a publicly held Utah corporation, is a global learning company specializing in technology-enabled training, education, and certification services for major customers in multiple global industries. Trinity Learning is achieving market presence in geographic markets worldwide by acquiring and integrating companies providing innovative workplace learning solutions in targeted regions and industry segments. During 2003, Trinity Learning acquired control of four operating companies located in the United States, Australia and South Africa, each serving unique segments of the global learning market. Trinity Learning intends to increase market penetration and the breadth and depth of its products and services through additional acquisitions, licensing, strategic alliances, internal business development, and the expansion of sales offices around the world. For more information, visit http://www.trinitylearning.com/. FORWARD LOOKING STATEMENTS -- DISCLAIMER -- RISKS This press release contains forward-looking statements, including statements about the expected growth and development of Trinity Learning's and ProsoftTraining's business and the combined company's future financial and operating results, the timing, effects and any synergies that may result from the proposed merger. Statements herein which are not statements of historical fact are forward-looking statements within the meaning of the Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995. Such statements are based on the current expectations and beliefs of the management of Trinity Learning Corporation and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements including, without limitation, the ability of the company to sustain customer interest in its core products. For a more detailed discussion of risk factors that affect our operating results, please refer to our SEC reports including our most recent reports on Form 10-KSB and Form 10-QSB. DATASOURCE: Trinity Learning Corporation CONTACT: Douglas Cole, CEO, Trinity Learning Corporation, +1-510-540-9300 Web site: http://www.trinitycompanies.com/

Copyright