Aumento Capital II Corporation

October 26, 2011 16:08 ET

Aumento Capital II Corporation Announces Letter of Intent to Complete a Qualifying Transaction With Boardsuite Corp.

TORONTO, ONTARIO--(Marketwire - Oct. 26, 2011) - Aumento Capital II Corporation ("Aumento") (TSX VENTURE:AQT.P), a Capital Pool Company, is pleased to announce it has entered into a letter of intent on October 26, 2011 with BoardSuite Corp. ("BoardSuite") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of BoardSuite will be exchanged for securities of Aumento. The Transaction is intended to constitute the Qualifying Transaction of Aumento as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").

About BoardSuite

BoardSuite was incorporated under the Alberta Business Corporations Act on October 12, 2004 and its head office is located at Toronto, Ontario. BoardSuite was developed by founder and principal shareholder, Oscar A. Jofre Jr. (of Toronto, Ontario) and has been adopted by more than 10,000 boards in 20+ countries around the globe to address their board compliance, governance and overall board communications and process needs. BoardSuite has created a portal for directors and officers of small and medium sized businesses, as well as not-for-profit organizations, to utilize free "Software-as-a-Service" (or "SaaS")-based solutions to manage, organize and share confidential information. The portal provides real-time access to corporate documents, collaboration tools, and a marketplace of business services from a single point of entry within a secure, hosted application, resulting in effective and transparent corporate governance. Participating members are granted access to virtual minute books, board packages, contracts, committee documents and a various other business services through a secure, permission-based portal anytime, anywhere.

In March 2011, BoardSuite was selected one of the Top 15 Companies to watch by AlwaysOn onDemand2011. In July 2009, BoardSuite was selected as one of Canada's leading Web 2.0 pioneers by KPMG and Backbone magazine at the PICK20 Awards, the only national roundup of Canada's up and coming Web 2.0 pioneers who are leading the 2.0 evolution of the Web. In August 2009, BoardSuite was named by IDC as one of Canada's Top Cloud Computing Solutions to watch calling it a disruptive innovation in the board portal industry.

The following selected financial information for BoardSuite has not been audited, and may be subject to adjustment:

Year ended March 31
2011 2010 2009
Total Revenues $ 512,072 $ 29,492 $ 3,695
Net Income (loss) $ (798,099 ) $ (3,324,920 ) $ (1,746,249 )
Net Income (loss) per share (basic)
Net Incomer (loss) per share (diluted)
Total Assets $ 1,784,656 $ 2,025,661 $ 172,493
Total Long Term Liabilities $ 368,260 $ 528,220 $ 150,000

The Qualifying Transaction

Subject to regulatory approval, a wholly-owned subsidiary of Aumento ("Subco"), Aumento, and BoardSuite, will enter into an amalgamation agreement (the "Amalgmation Agreement") pursuant to which BoardSuite will amalgamate with Subco. Pursuant to the Amalgamation Agreement, each BoardSuite common share will be exchanged for one Aumento common share at a deemed issuance price of $0.50 per common share, and each outstanding warrant and option of BoardSuite will be exchanged for one warrant or option of Aumento having the same terms and conditions as the BoardSuite warrants and options, as the case may be, which are being exchanged (the "Amalgamation"). BoardSuite currently has the following securities issued and outstanding, prior to completion of the private placement discussed in greater detail below: 30,754,354 common shares; warrants to acquire up to 1,708,333 common shares; and 1,835,000 options.

Concurrently with, or immediately prior to, the closing of the Transaction, a non-brokered private placement (the "Private Placement") will be completed by BoardSuite with gross proceeds intended to be between $2 million and $4 million. The securities sold pursuant to the Private Placement will be held in escrow pending the closing of the Amalgamation. Subscribers who receive securities pursuant to the Private Placement will receive securities of Aumento on a one for one exchange basis upon the closing in accordance with the Amalgamation Agreement. The net proceeds of the Private Placement will be used to provide working capital, and fund further development of the sales and marketing initiatives of BoardSuite.

The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of the Private Placement; (iii) receipt and satisfaction of Aumento with the financial statements of BoardSuite; (iv) receipt of an independent valuation of BoardSuite, if required by the Exchange; (v) approval of the Transaction by each of the boards of directors of Aumento and BoardSuite; (vi) approval of the shareholders of BoardSuite; (vii) confirmation of no material adverse change having occurred for either entity prior to closing; (viii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; (ix) completion of due diligence satisfactory to each party; and (x) completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement).

The proposed Qualifying Transaction constitutes an arm's length transaction, and as such, will not require approval by the shareholders of Aumento.

The Board of Directors of the resulting issuer immediately upon completion of the Transaction will include the following:

Oscar A Jofre. Mr. Jofre is the President/CEO of BoardSuite Corp. Mr. Jofre was the founder and CEO of Ottawa-based BabelFish Corporation, a SaaS-based multilingual translation portal providing high-tech multilingual solutions to 7,600 contractors around the world. He also co-founded the Canadian Network of Language Industries and sat on the steering committee of the Language Industry Technology Roadmap – an initiative of Industry Canada and the National Research Council. He was the only Canadian on the United Nations/MIT Digital Nations.

Adrian Banica. Mr. Banica is founder, President and CEO of Synodon Inc., an Edmonton-based IT company focusing on gas detection technology.

Debi Rosati, FCA, ICD.D. Ms. Rosati has over 25 years in financial, operational and strategic management in the technology sector with senior roles in both public and private corporations, as well as a general partner with a national venture capital firm. She chairs the board of Karma Athletics Ltd (Karma) and serves on the board of Sears Canada Inc. Ms. Rosati was chair of the Board of the Canadian Internet Registration Authority (CIRA) and was on the Board of the Ontario Lottery Gaming Corporation (OLG) and Axis Investment Fund (acquired by BEST Funds). Ms. Rosati graduated from the Institute of Corporate Directors, Directors Education Program (March 2008), is an Institute of Corporate, Institute –certified Director, ICD.D (May 2008), received her Honours of Bachelor of Business Administration (1984) from Brock University and is a Chartered Accountant (1985).

David Dazinger. Mr. Danziger is a chartered accountant and a partner at MSCM LLP, Chartered Accountants, a full service audit and accounting firm. He was chief executive officer and a director of Aumento Capital Corporation (now Annidis Corporation), a capital pool company that completed its Qualifying Transaction in June of 2011. He is currently a director of Eurotin Inc. (TSXV) Cadillac Ventures Ltd. (TSXV), Goldspike Exploration Inc. (TSXV), American Apparel, Inc. (NYSE), and Carpathian Gold Inc. (TSX). Mr. Danziger is also currently the President and CEO and a director of Renforth Resources Inc. (CNSX). He graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983.

Jason Futko. Jason Futko is a Co-founder and Senior Managing Director at NVS. In his previous role of 11 years, Mr. Futko was a partner in an international boutique merchant bank, where he ran the Toronto and London offices while managing the firm's operations. He has CEO, CFO and directorship experience in public and private businesses including several publicly listed Special Purpose Vehicles. Mr. Futko has also been an officer of an alternative investment fund. Mr. Futko was educated at the University of Waterloo and is a member in good standing with the Canadian Institute of Chartered Accountants.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.

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