Aumento Capital III Corporation Qualifying Transaction Update


TORONTO, ONTARIO--(Marketwire - March 27, 2013) -

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Aumento Capital III Corporation ("Aumento") (TSX VENTURE:AQT.P), a capital pool company, is pleased to announce it has entered into a definitive share exchange agreement with EXO U Inc. ("EXO U") and all of the shareholders of EXO U to acquire all of the issued and outstanding shares of EXO U. As previously announced by Aumento on July 19, 2012, it is intended that this will constitute the qualifying transaction of Aumento (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "Exchange").

The Acquisition Agreement

Aumento, EXO U and the shareholders of EXO U have entered into a share exchange agreement dated March 22, 2013 (the "Acquisition Agreement") setting out certain terms and conditions pursuant to which the proposed Qualifying Transaction will be completed.

Pursuant to the terms of the Acquisition Agreement, Aumento will acquire all of the issued and outstanding EXO U Shares for an aggregate purchase price of $24.4 million, to be satisfied by the issuance of an aggregate of 24,425,530 Aumento Shares. It is expected that following completion of the Qualifying Transaction: (i) for a short period of time, EXO U will be a wholly-owned subsidiary of Aumento and the issuer resulting from such transaction (the "Resulting Issuer") will do business under the name "Aumento Capital III Corporation", and (ii) the Resulting Issuer and EXO U will subsequently amalgamate to form a single entity under the name "EXO U Inc."

Conditional Approval

The Exchange has conditionally approved the completion of the Qualifying Transaction. The completion of the Qualifying Transaction is subject to the fulfilling of all of the requirements of the Exchange on or before June 19, 2013.

Filing Statement

It is expected that Aumento will file the filing statement that is required to be filed under the policies of the Exchange (the "Filing Statement") under Aumento's profile on SEDAR at www.sedar.com as soon as practicable and, in any event, at least seven business days prior to completion of Qualifying Transaction.

Board of Directors and Management

Upon completion of the Qualifying Transaction, it is currently anticipated that the board of directors and management of the Resulting Issuer will include the following individuals:

Shan Ahdoot, President, Chief Executive Officer, Corporate Secretary and Director of the Resulting Issuer

Shan Ahdoot has acted as the former executive vice president and general manager of the Hypertec-Ciara Technologies Group. Shan has more than 15 years of experience in the hi-technology sector, namely in hardware innovation and professional services.

Doug McCollam, Chief Financial Officer of the Resulting Issuer

Doug McCollam is a senior financial executive who was most recently Chief Financial Officer at ARISE Technologies Corporation and Corel Corporation. Prior to joining Corel Corporation, Doug was Executive Vice President and Chief Financial Officer of Nordx/CDT. He also spent more than 17 years in progressively senior management positions with Northern Telecom, including Vice President of Finance and Administration for the company's Caribbean and Latin American markets. Doug is a Certified Management Accountant. In addition, he holds a Masters of Business Administration from the University of Chicago and a Bachelor of Commerce-Honours Finance from Concordia University in Montreal, Québec.

Jean-Baptiste Martinoli, Chief Innovation Officer and Director of the Resulting Issuer

Jean-Baptiste Martinoli has been creating software since he was 11 years old. Mr. Martinoli is also the President of Mioplanet Technologies Inc., a software company. Mr. Martinoli created his own proprietary programming language used in the creation of widgets in multiple application areas and for corporations within the Fortune500.

Rene Marquis, Vice President, Education of the Resulting Issuer

Rene Marquis has more than 20 years of experience in the educational sector and information technology. He sponsored and oversaw the construction of large dark fiber network for schools in a partnership between public and private sectors. Rene holds a Masters of Business Administration from École des Hautes Études Commerciales (HEC) in Montreal, Québec and a Bachelor in Management from McGill University. Rene won an award for the development of an expert system optimizing the master schedule for schools at the OCTAS, an award ceremony that recognizes the achievement of excellence in Québec's IT industry.

Matthew Barmash, Chief Revenue Officer and Vice President, Corporate Development of EXO U US Inc.

Matthew Barmash is the Chief Revenue Officer and Vice President, Corporate Development of EXO U US Inc. ("EXO U US"), EXO U's wholly-owned subsidiary. Prior to joining EXO U US, Matthew was Senior Manager and Director, Global Alliances and Mergers & Acquisitions of Smart Technologies Inc., a technology company specializing in the education industry, from 2008 to 2012. He was also Vice President, Sales and Marketing of Cloud Systems, Inc., a technology company, from 2006 to 2008.

Jonathan Ahdoot, Director of the Resulting Issuer

Mr. Ahdoot has acted as Executive Vice President of Sales and Marketing of the Hypertec-Ciara Technologies Group. Mr. Ahdoot has a Bachelor degree of Commerce obtained from McGill University and started his career in high-technology professional services in 1999. Mr. Ahdoot has acquired an in-depth knowledge of the North American hosting and disaster recovery markets among others areas of IT services.

Robert Fortier, Director of the Resulting Issuer

Mr. Fortier has been Vice President, Finance and Chief Financial Officer of Astral Media Inc., a telecommunication company whose common shares are listed and posted for trading on the Toronto Stock Exchange, since October 2005, and its Chief Financial Officer since February 2012. Prior to 2005, Mr. Fortier was the Vice President, Finance and Corporate Controller of Microcell Telecommunications Inc. from August 2002 to November 2004 and Vice President, Finances of Rogers Wireless Inc. from November 2004 to May 2005. Mr. Fortier is a Chartered Accountant in the Province of Québec and holds a bachelor degree in Business Administration (Accounting) from the Université du Québec à Trois-Rivières (U.Q.T.R.) earned in 1981.

Arthur Howarth Gerald, Director of the Resulting Issuer

Mr. Gerald has been Director, Engineering of Cisqo Systems Canada Co. (Cisqo Systems Canada), a wholly-owned Canadian subsidiary of Cisqo Systems, Inc., since October 2012. Previously, Mr. Gerald was Director of Corporate Development from February 2008 to October 2012 and Principal Engineer / TL from April 2004 to February 2008, both at Cisco Systems Canada. Mr. Gerald holds a bachelor degree in Computer Science from Concordia University earned in 1991.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Caution Regarding Forward-Looking Information

Certain statements made in this press release, including, but not limited to, the proposed Qualifying Transaction, and the closing of the proposed Qualifying Transaction, and other statements that are not historical facts, are forward-looking statements and are subject to important risks, uncertainties and assumptions. In particular, in making these statements, Aumento has assumed, among other things, that the proposed Qualifying Transaction will receive the required regulatory approvals and that the other conditions to the proposed Qualifying Transaction can be satisfied in accordance with their terms. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. For additional information with respect to certain of these and other assumptions and risk factors, please refer to Aumento's prospectus dated September 15, 2011 and from time to time in Aumento's future filings, including, without limitation, in the Filing Statement, available under Aumento's profile on SEDAR at www.sedar.com. The forward-looking information contained in this press release represents Aumento's current expectations. Aumento disclaims any intention and assumes no obligation to update or revise any forward-looking information, except if required by applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Aumento in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information:

For further information about Aumento, please contact:
David Danziger
President, CEO, CFO and Secretary
(416) 626-6000
ddanziger@mscm.ca

For further information about EXO U, please contact:
Shan Ahdoot
(514) 840-1234
sahdoot@exou.com