EXO U Inc.

TSX VENTURE : EXO


February 12, 2014 15:45 ET

EXO U Inc. Announces $5 Million Bought-Deal Financing

MONTREAL, QUEBEC--(Marketwired - Feb. 12, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

EXO U Inc. (TSX VENTURE:EXO) ("EXO U" or the "Company") today announced that it has entered into an agreement with Mackie Research Capital Corporation ("MRCC") pursuant to which a syndicate of underwriters (the "Underwriters") led by MRCC, will purchase, on a bought-deal private placement basis, 3,226,000 units of the Company ("Units") at a price of $1.55 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $5,000,300 (the "Offering"). Each Unit shall be comprised of one common share of the Company (each, a "Common Share") and one-half (1/2) of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant shall be exercisable to acquire an additional Common Share (each, a "Warrant Share") at an exercise price of $1.95 per Warrant Share for a period of 24 months following the closing of the Offering.

The Underwriters shall also have the option, exercisable at any time up to 48 hours prior to closing of the Offering, in whole or in part, to purchase from EXO U up to an additional 1,291,000 Units for additional gross proceeds of up to $2,001,050.

The Offering will take place by way of a private placement to qualified investors in such provinces of Canada as the Underwriters may designate, and otherwise in those jurisdictions where the Offering can lawfully be made, including but not limited to the United States under applicable private placement exemptions. The securities to be issued under the Offering will have a hold period of four months and one day from closing of the Offering.

The proceeds raised from the sale of Units will be used by the Company for general corporate and working capital purposes.

The Offering is expected to close on or about March 6, 2014.

In consideration for their services, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering, and such number of broker warrants ("Broker Warrants") equal to 6.0% of the aggregate number of Units issued pursuant to the Offering. Each Broker Warrant is exercisable for one Unit at the Issue Price for a period of 24 months from closing of the Offering.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the 1933 Act).

About EXO U

EXO U enables businesses and educational organizations to securely manage information and empower people to communicate their best ideas through application interoperability across desktop and mobile computing environments. We simplify the management of the entire application lifecycle, helping clients manage enterprise mobility and BYOD initiatives, ensure the security and privacy of information, increase productivity, and reduce the total cost of ownership for existing and future IT investments. The EXO U technology agnostic framework offers users a unified collaborative workspace with a unique, secure and attractive experience for current and future digital content and applications.

Forward-Looking and other Cautionary Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks relating to the speculative nature of the Company's business, the Company's formative stage of development and the Company's financial position. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.

Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to following: the Company's financial position and the potential need for future financings, the efforts and abilities of the senior management team, the ability of the Company to attract and retain skilled management, and the Company's ability to respond to technological change and protect its intellectual property rights.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

Neither the 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.

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