Aumento Capital III Corporation
TSX VENTURE : AUO.P

July 19, 2012 15:35 ET

Aumento Capital III Corporation Announces Letter of Intent to Complete A Qualifying Transaction With EXO U Inc.

TORONTO, ONTARIO--(Marketwire - July 19, 2012) -

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Aumento Capital III Corporation ("Aumento") (TSX VENTURE:AUO.P), a capital pool company, is pleased to announce it has entered into a letter of intent dated May 24, 2012 with EXO U Inc. ("EXO U") to complete a business combination (the "Transaction") whereby all of the issued and outstanding securities of EXO U will be exchanged for securities of Aumento. If completed, the Transaction will constitute the qualifying transaction of Aumento pursuant to the policies of the TSX Venture Exchange (the "Exchange").

About Aumento

Aumento was incorporated on May 5, 2011 under the Business Corporations Act (Ontario) and is a reporting issuer in British Columbia, Alberta and Ontario. Aumento currently has 4,346,000 common shares ("Aumento Shares") issued and outstanding, of which 1,685,000 are currently held in escrow pursuant to the policies of the Exchange.

Aumento has granted stock options to purchase up to an aggregate of 434,600 Aumento Shares at a price of $0.20 per share (the "Aumento Options") to directors and officers. Aumento has also granted options (the "Agent Options") to purchase up to 267,100 Aumento Shares at a price of $0.20 per share as part of compensation paid to the agent in connection with its initial public offering. Other than the Aumento Shares, the Aumento Options and the Agent Options, no other securities of Aumento are issued and outstanding.

Further information concerning Aumento can be found in the prospectus of Aumento dated September 15, 2011, which is available on SEDAR at www.sedar.com.

About EXO U

EXO U Inc., formally known as EXOPC Inc., with its head office in Montreal, Québec was incorporated on March 12, 2010 under the Canada Business Corporations Act. EXO U develops cross-platform, Operating System (OS) agnostic software which, when layered atop any OS, enables development of highly customizable touch-based user-interfaces and applications. The personalized user ecosystem creates a unified experience across all devices and OS's, while assuring interoperability.

EXO U's smart and agnostic EXOengine™ is the catalyst that unifies multiple software platforms allowing devices to interact seamlessly together. The technology enables its partners to automate the interoperability of their devices by contextually interacting, adapting and responding to the dynamic external environment. Its technologies help to create a user experience that is intuitive, simple and easy to use.

EXO U developed and marketed one of the first touch-based user-interfaces running atop the Windows 7 platform in 2011. At the Consumer Electronics Show this past January, EXO U showcased an award winning product, the EXOdesk™, which is a touch-surface with a user-interface based on innate gestures and intended to enhance productivity while stimulating collaboration. The EXOdesk™ is the very first application using the EXOengine™ software capabilities. The first deployment of the EXOdesk™ is expected to take place in Panama within the HD classroom concept. The HD classroom, the first of its kind in the world, is the ultimate solution to bring a new dynamic to the educational process by increasing interactivity and collaboration between students and teachers.

There are currently 21,300,000 common shares of EXO U (the "EXO Shares") issued and outstanding. It is anticipated that the number of issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction will be 24,425,530.

The principal shareholders of EXO U are:

Hypertechnologie Ciara Inc. ("Ciara"), of Montreal, Québec, a corporation incorporated under the Canada Business Corporations Act whose principal shareholders are Robert Ahdoot and Louiselle Ahdoot, of Dollard-des-Ormeaux, Québec, currently holds approximately 50.23% of the issued and outstanding EXO Shares and it is expected that Ciara will be holding approximately 43.81% of the issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction.

Jean-Baptiste Martinoli, of Rimouski, Québec, currently holds approximately 23.47% of the issued and outstanding EXO Shares and it is expected that he will be holding approximately 20.47% of the issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction.

Eliot Ahdoot, of Pierrefonds, Québec, currently holds approximately 13.15% of the issued and outstanding EXO Shares and it is expected that he will be holding approximately 11.46% of the issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction.

Jonathan Ahdoot, of Dollard-Des-Ormeaux, Québec, currently holds approximately 13.15% of the issued and outstanding EXO Shares and it is expected that he will be holding approximately 11.46% of the issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction.

It is expected that Export Development Canada, of Ottawa, Ontario, a corporation constituted under the Export Development Act (Canada), will hold approximately 12.80% of the issued and outstanding EXO Shares immediately prior to the closing of the proposed Transaction.

The current directors and officers of EXO U are:

Robert Ahdoot, Director, of Dollard-des-Ormeaux, Québec.

Shan Ahdoot, Chief Executive Officer, of Pierrefonds, Québec.

Jean-Baptiste Martinoli, President and Chief Innovation Officer and director, of Rimouski, Québec.

Bassel Moukaddem, Chief Operations Officer, of Brossard, Québec.

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

Year end March 31 Opening balance
2012 2011 March 2010
Total Revenues $ 3,735,755 $ 4,097,764 N/A
Net Income (loss) $ (232,008 ) $ (1,967,728 ) $ (13,000 )
Net Income (loss) per share (basic) $ (0.0109 ) $ (0.0924 ) N/A
Net Income (loss) per share (diluted) $ (0.0109 ) $ (0.0924 ) N/A
Total Assets $ 2,036,014 $ 3,963,289 $ 8,034
Total Short Term Liabilities $ 2,147,750 $ 3,843,017 $ 0
Total Long Term Liabilities $ 0 $ 0 $ 0
Note: All dollar amounts are in Canadian dollars.

The Transaction

Subject to regulatory approval, Aumento and EXO U will enter into an agreement pursuant to which Aumento will acquire all of the outstanding EXO Shares in exchange for Aumento Shares. The number of Aumento Shares issuable to the shareholders of EXO U will be based on the relative pre-money valuations of each of Aumento and EXO U of respectively $1.1 million and $30 million.

Proposed Concurrent Financing

Concurrently with, or immediately prior to, the closing of the Transaction, a private placement (the "Private Placement") will be completed by Aumento with gross proceeds intended to be between $5 million and $7 million to accredited investors and other exempt purchasers under Canadian securities laws. The terms of the Private Placement will be announced as soon as finalized and will be disclosed in the filing statement to be prepared by Aumento in respect of the Transaction. The net proceeds of the Private Placement will be used to assist in EXO U growth strategy through acquisition or otherwise, as well as working capital.

Conditions of Closing

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 EXO U; (iv) receipt of an independent valuation of EXO U, if required by the Exchange; (v) approval of the Transaction by each of the boards of directors of Aumento and EXO U; (vi) approval of the shareholders of EXO U; (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).

Halt on Trading

Trading in the Aumento Shares will remain halted pending the review of the proposed Transaction by the Exchange. There can be no assurance that trading in the Aumento Shares will resume prior to the completion of the proposed Transaction.

Arm's Length Transaction

The proposed Transaction constitutes an arm's length transaction in accordance with the policies of the Exchange, and as such, it is not anticipated to require approval by the shareholders of Aumento.

Sponsor

The proposed Transaction is subject to the sponsorship requirements of the Exchange. Aumento intends to apply for an exemption from the sponsorship requirements of the Exchange on the basis that the Private Placement will be a brokered private placement. In the event that an exemption is not available, a sponsor will be identified at a later date and will be announced in a subsequent press release of Aumento. An agreement to sponsor should not be construed as an assurance with respect to the merits of the proposed Transaction or the likelihood of its completion.

Board of Directors

Upon completion of the Transaction, it is currently anticipated that the Board of Directors and Management of EXO U will include the following individuals:

Jean-Baptiste Martinoli - Chief Innovation Officer and Director

Jean-Baptiste Martinoli has been creating software since he was 11 years old. A true discoverer, fascinated by innovation, he created his own proprietary programming language used in the creation of widgets in multiple application areas and for prestigious corporations within the Fortune500.

Shan Ahdoot - President, Chief Executive Officer and Director

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.

David Baazov - Director

David Baazov has acted as President, Chief Executive Officer and director of Amaya Gaming Group Inc., a company listed on the Exchange, since 2006. Since joining Amaya, Mr. Baazov has guided the evolution of the company, making it into the multi-national commercial enterprise it is today. Under Mr. Baazov's leadership, Amaya became the highest performing Tech IPO on the Exchange in 2010. As a testament to Mr. Baazov's enterprising success he was awarded with the prestigious 2011 Hot 50 Award, recognizing him as one of the most inspiring leaders working in the gaming arena.

Jonathan Ahdoot - Director

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

Bassel Moukaddem - Chief Operations Officer

Bassel Moukaddem is an engineer with a master's degree from "École Polytechnique de Montréal". He is a project management professional having more than 10 years' experience in the management of high technology in the software development area and professional services.

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.

Caution Regarding Forward-Looking Information

Certain statements made in this press release, including, but not limited to, the proposed Transaction and the Private Placement, and the closing of the proposed Transaction and the Private Placement, 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 Transaction and the Private Placement will receive the required regulatory and securityholder approvals and that the other conditions to the proposed 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 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.

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.

Contact Information

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

    For further information about EXO U
    Shan Ahdoot
    (514) 585- 2130
    sahdoot@exou.com