TORONTO, ONTARIO--(Marketwire - April 1, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Aumento Capital III Corporation ("Aumento") (TSX VENTURE:AUO.P), a capital pool company, is pleased to announce it has filed its filing statement with respect to its proposed qualifying transaction (the "Qualifying Transaction") with EXO U Inc. ("EXO U").
Aumento submitted its filing statement dated March 28, 2013 (the "Filing Statement") today to the TSX Venture Exchange (the "TSXV") that provides further details with respect to the Qualifying Transaction. The entire Filing Statement is available under Aumento's profile on SEDAR at www.sedar.com.
Concurrently with and as a condition to the completion of the Qualifying Transaction, Aumento intends to complete a private placement (the "Private Placement") for gross proceeds of a minimum of $5,200,000 and a maximum of $7,000,000 through the issuance of a minimum of 6,500,000 and a maximum of 8,750,000 units of Aumento (the "Units") at a purchase price of $0.80 per Unit. Each Unit is comprised of one common share in the capital of Aumento (an "Aumento Share") and one half of one Aumento Share purchase warrant, with each full warrant entitling the holder thereof to purchase one Aumento Share at a price of $1.50 for a period of 12 months from the date of closing. Aumento has engaged Canaccord Genuity Corp. to act as lead agent for the Private Placement, which will be conducted through accredited investors and other exempt purchasers under Canadian securities laws.
Proceeds from the Private Placement will be used by the issuer resulting from the completion of the Qualifying Transaction (the "Resulting Issuer") to pay for the costs of the Qualifying Transaction and the Private Placement, to fund the Resulting Issuer's operating expenses, including research and development and marketing expenses and to fund working capital.
Closing of Qualifying Transaction
Aumento has received conditional approval of the TSXV with respect to the Qualifying Transaction. Final acceptance of the Qualifying Transaction by the TSXV is subject to the satisfaction of certain conditions, including fulfilling of all remaining filing requirements under the TSXV's policies and the completion of the Private Placement. The closing of the Qualifying Transaction is scheduled to occur on or about April 30, 2013, but must be completed on or prior to June 19, 2013.
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.