BluMont Capital Inc.
TSX VENTURE : BCC

BluMont Capital Inc.

January 23, 2007 09:22 ET

BluMont Capital Inc. Calls Special Meeting to Consider Proposal by Integrated Asset Management Corp. to Acquire Remaining Common Shares of BluMont

TORONTO, ONTARIO--(CCNMatthews - Jan. 23, 2007) - BluMont Capital Inc. ("BluMont") (TSX VENTURE:BCC) today announced that BluMont's principal shareholder, Integrated Asset Management Corp. ("IAM"), has requested that BluMont seek approval from BluMont shareholders to complete an amalgamation of BluMont and a wholly-owned subsidiary of IAM ("IAM Subco") pursuant to which IAM would acquire all of the BluMont common shares that IAM does not currently own, directly or indirectly. This proposal will be considered at BluMont's annual and special meeting of shareholders scheduled for February 28, 2007 (the "Meeting").

IAM's proposal follows its previously-announced intention to acquire the remaining BluMont common shares that it did not already own. IAM currently owns, directly or indirectly, 20,509,274 BluMont common shares or approximately 60.6% of the outstanding BluMont common shares. Pursuant to its formal exchange offer for any and all of the issued and outstanding common shares of BluMont that IAM did not already own (the "Offer"), which expired on November 10, 2006, IAM acquired an aggregate of 5,075,941 BluMont common shares on the basis of 1/3 of one IAM common share for each BluMont common share tendered.

After considering a number of factors in respect of the amalgamation proposed by IAM, the voting members of the board of directors of BluMont have determined to make no recommendation to BluMont shareholders with respect to the proposed amalgamation. The board of directors of BluMont strongly urges BluMont shareholders to carefully review the factors considered by the board of directors which are described in the management information circular to be used in connection with the Meeting, which is expected to be mailed to BluMont shareholders on or about January 26, 2007, and to consider seeking advice from their financial, tax and other professional advisors and then reach their own conclusion as to whether to vote for or against the resolution in respect of the amalgamation proposed by IAM.

Summary of the Amalgamation Proposed by IAM

Under the terms of the amalgamation proposed by IAM, BluMont shareholders (other than IAM Subco and dissenting BluMont shareholders) would receive approximately 0.357 of an IAM common share for each BluMont common share (or one IAM common share for every 2.8 BluMont common shares held).

In order to become effective, the proposed amalgamation will require, among other things, approval by at least 66 2/3% of the votes cast by BluMont shareholders and the approval of a majority of the votes cast by "minority" holders of BluMont common shares at the Meeting. The BluMont shares owned by IAM prior to the Offer will be excluded from the minority for these purposes, but the shares acquired by IAM under the Offer are expected to be eligible to be counted towards the requisite minority approval. IAM has advised BluMont that it will cause all BluMont common shares owned directly or indirectly by it to be voted in favour of the proposed amalgamation and will not exercise dissent rights with respect to such shares. In addition, IAM has advised BluMont that it has entered into support agreements with two BluMont shareholders who own, directly or indirectly, approximately 1.925 million BluMont common shares and that, under the terms of such agreements, each of the shareholders has agreed to vote or to cause to be voted all of the BluMont common shares owned by such shareholder in favour of the proposed amalgamation, subject to certain terms and conditions.

Subject to receipt of all necessary regulatory approvals, and conditional upon the completion of the amalgamation, IAM has advised BluMont that it intends to supplement the consideration paid to those persons that tendered to, and had their shares taken up by IAM under the Offer, by either, at the option of IAM, (a) issuing an additional approximately 0.024 IAM common shares for each BluMont common share tendered (the "Supplemental Consideration") such that those persons will in total receive one IAM common share for every 2.8 BluMont common shares already tendered, or (b) paying to such persons in cash the cash equivalent of the Supplementary Consideration.

IAM has advised that it anticipates that, if approved, the proposed amalgamation would be completed on or before March 9, 2007. Completion of the proposed amalgamation is subject to certain conditions and there can be no assurances that the amalgamation will be completed on the basis proposed, or at all.

Recomposition of Board of Directors

To ensure BluMont remains in compliance with applicable corporate law regarding board composition, BluMont announces that effective on January 19, 2007, Veronika Hirsch and Stephen C. Johnson have both resigned as directors of BluMont and Thomas H. Simpson has resigned as Chairman of BluMont. Following these resignations, the board of directors consists of Mr. Simpson, Stephen J. Kangas and Victor Koloshuk. Mr. Koloshuk has been appointed Chairman of BluMont.

Resignation of Stephen Kangas as President and Chief Executive Officer

In connection with IAM's proposal to acquire the remaining BluMont common shares that it does not already own and the transition of BluMont from a public company to a private company, Stephen Kangas has tendered his resignation as President and Chief Executive Officer of BluMont, to be effective immediately following the Meeting. Mr. Kangas will continue to serve as President, Chief Executive Officer and a director of BluMont until the Meeting.

Victor Koloshuk, the Chairman of BluMont, said, "On behalf of BluMont's board of directors and its employees, I would like to express our gratitude to Steve for his significant contributions to the growth and success of BluMont during his tenure and for his guidance during this transition with IAM. His extensive experience and integrity will serve him well in his future endeavours".

About BluMont

BluMont is a leading provider of alternative investment products to Canadian investors. BluMont offers investors innovative investment solutions that provide enhanced diversification and robust return potential. BluMont employs approximately 40 people nationwide and has approximately C$790 million in assets under management. BluMont is 60.6% owned by Toronto-based Integrated Asset Management Corp. (TSX VENTURE:IAM), a leading alternative asset investment management company with approximately C$3 billion in assets and committed capital under management. Further information on BluMont can be found at www.blumontcapital.com.

Forward-looking information

This new release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of BluMont to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those factors listed in BluMont's filings with applicable Canadian securities regulatory authorities, including in its Management's Discussion and Analysis for the year ended September 30, 2005. Such factors are not exhaustive of factors that may affect any of BluMont's forward-looking statements and are not intended to represent a complete list of the factors that could affect BluMont and the impact on BluMont of the proposed transaction to be considered at the Meeting. Although BluMont has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Other than as required by law, BluMont undertakes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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