SOURCE: Xero Mobile

October 13, 2006 11:43 ET

Xero Mobile Confirms Negotiations to Combine With Wireless Marketing Company Proceeding as Planned

LOS ANGELES, CA -- (MARKET WIRE) -- October 13, 2006 -- Xero Mobile, Inc. (PINKSHEETS: XRMB) confirmed that negotiations to sell substantially all of its assets and liabilities to Advanced Mobile Communications Inc. (AdMoComm) in exchange for newly issued shares of common stock are proceeding as planned, with AdMoComm completing arrangements that will permit further disclosure.

The transaction is expected to be completed in six to eight weeks. As previously announced, upon completion of the transaction with Xero Mobile, AdMoComm intends to file a registration statement with the Securities and Exchange Commission and become a public reporting company, as well as seek a listing on a national securities exchange.

"Shareholders should be aware that the deal is moving forward and they will receive a majority stake in AdMoComm. Once distributed, these shares will be free-trading," said Roger Davis, Xero Mobile's CEO and President. "The security holders of Xero Mobile's Smart Ads patent will be minority shareholders in AdMoComm, which will have full use of this innovative technology."

Announcements about management, funding and any pending additional acquisitions will be announced at a later date.

"We have made it a point to be as forthcoming with new information on this merger as we possibly can and will continue do so until the deal closes," Davis said.

Xero Mobile announced last month that Carl Freer, one of the founders and visionaries of the company, who had ceased to be involved in its operations, had been bought out as an investor by shareholders. Two weeks ago, Xero Mobile signed a letter of intent to sell substantially all of its assets and liabilities to AdMoComm.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. As of the date of this release, no registration statement relating to the issuance or distribution of shares of AdMoComm has been filed with the Securities and Exchange Commission. This press release is being issued pursuant to and in accordance with Rule 135 under the Securities Act of 1933.

Included in this release are "forward-looking" statements involving risks and uncertainties, as defined in the Private Securities Litigation Reform Act of 1995. Such statements include information about the proposed business combination between AdMoComm and Xero Mobile, prospects for the combined company's future success, and the proposed registration with the SEC of AdMoComm's securities. These statements are based on management's current expectations and beliefs, and are subject to a number of factors, risks and uncertainties that may cause actual results, events and performance to differ materially from those referred to or implied by such statements. Actual results may differ materially from those anticipated due to a variety of factors, including the ability of Xero and AdMoComm to consummate their proposed business combination and raise adequate financing, obtaining and maintaining favorable license arrangements by each company, success of market research identifying new product opportunities, successful introduction of new products, continued product innovation, sales and earnings growth, ability to attract and retain key personnel, and general economic conditions affecting consumer spending. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Xero Mobile, Inc. does not intend to update any of the forward-looking statements after the date of this release due to actual results, changes in its expectations, or otherwise.

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