Aumento III – Qualifying Transaction

June 16, 2013

Paul Pathak, Ryan Hunter and Michael Cook worked with Aumento Capital  III Corporation to acquire EXO U Inc. and close its qualifying transaction. A copy of the transaction press release is reproduced below.

 

June 14, 2013 – Montreal, Québec – Aumento Capital III Corporation (“Aumento” or the “Corporation”) (AUO.P – TSX Venture), a capital pool company, is pleased to announce today the closing of the acquisition (the “Acquisition”) of all of the issued and outstanding shares of EXO U Inc. (“EXO U”) and its concurrent private placement for aggregate gross proceeds of $5,200,600 (the “Private Placement”). The Acquisition constitutes the qualifying transaction (the “Qualifying Transaction”) of Aumento pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSX-V”). The Corporation will now do business under the name “EXO U”.

“The consumerization of IT has made BYOD inevitable and organizations are realizing the need for a comprehensive and unified mobile management strategy,” said Shan Ahdoot, CEO of EXO U. “EXO is enabling companies to address this new phenomenon in a way that is making it easy for both IT and end users. The proceeds from the Private Placement will allow us to continue developing our innovative technology to effectively address the increased need for our solution and expand into new markets.”

 

The Acquisition

As part of the Qualifying Transaction, the Corporation acquired all of the shares of EXO U in exchange for an aggregate of 24,425,530 common shares in the capital of the Corporation (the “Common Shares”) at a deemed price of $1.00 per Common Share for a total consideration of $24,425,530.

The Private Placement

The Private Placement which consists of the issuance of 6,500,750 units of Aumento (the “Units”) at a purchase price of $0.80 per Unit, for gross proceeds to Aumento of $5,200,600, was subscribed for by accredited investors and other exempt purchasers. Each Unit is comprised of one Common Share and one half of one common share purchase warrant, with each full warrant entitling the holder thereof to purchase one Common Share at a price of $1.20 until June 13, 2014.

Canaccord Genuity Corp. (the “Agent”) acted as the lead agent of the Corporation in connection with the Private Placement. The Agent received as compensation (i) a commission representing 7% of the gross proceeds of the Private Placement, (ii) 585,067 options granted by the Corporation to purchase Common Shares, representing 9% of the number of Units sold and each of such option exercisable to purchase one Common Share at a price of $0.80 until June 13, 2014, (iii) 125,000 Units, issued to the Agent as corporate  finance  fee  units,  (iv)  a  working fee,  and  (v)  payment  of  its  reasonable expenses, including legal fees.

Hypertechnologie Ciara Inc., a former shareholder of EXO U that received an aggregate of 10,700,000 Common Shares as part of the Qualifying Transaction, and Shan Ahdoot, Chief Executive Officer of EXO U, respectively purchased 1,187,500 and 312,500 Units pursuant to the Private Placement.

The Common Shares issued pursuant to the Private Placement are subject to a four-month hold period under Canadian securities laws.

 

Aumento Going Forward

In connection with the Qualifying Transaction and as previously approved by the shareholders of the Corporation on December 18, 2012, the Board of Directors of the Corporation effected: (i) the consolidation of the Common Shares of Aumento on the basis of 0.3125 post-consolidation Common Share for every one (1) pre-consolidation Common Share, resulting in 1,358,123 Common Shares being issued and outstanding immediately prior to the completion of the Qualifying Transaction, and (ii) the continuance of the Corporation under the Canada Business Corporations Act by filing new articles of continuance with Industry Canada, which, among other things, provide that the registered and head office of the Corporation is now located in Montreal, Québec.

The Corporation will, for a short period of time, keep the name “Aumento Capital III Corporation” and do business under the name “EXO U”. It is anticipated that Aumento will amalgamate with EXO U to form one single entity under the name “EXO U Inc.”, which is expected to occur shortly.

 

Board of Directors

The Board of Directors of the Corporation is now comprised of five members, namely Shan Ahdoot, Jean-Baptiste Martinoli, Robert Fortier, Jonathan Ahdoot and Arthur Gerald Howarth.

 

Other

The completion of the Qualifying Transaction and the Private Placement has received conditional approval of the TSX-V and is subject to the TSX-V final acceptance bulletin, which is expected to be issued after completion of the required filings. Trading of the Common Shares has been halted since June 14, 2012. The Common Shares are expected to commence trading under symbol “EXO” after the TSX-V issues its final acceptance bulletin.

The Qualifying Transaction and the Private Placement are more particularly described in the filing statement of the Corporation dated March 28, 2013, available under the Corporation’s profile on SEDAR at www.sedar.com.

After completion of the Qualifying Transaction and the Private Placement, there are 32,409,423 Common Shares issued and outstanding.

The Corporation expects to issue an additional 1,221,276 Common Shares to Diocles Capital Inc., an unrelated party to the Corporation, pursuant to a finder’s fee agreement dated November 22, 2012. Following that issuance, 33,630,699 Common Shares will be issued and outstanding.

 

About EXO U

EXO U enables organizations to embrace the consumerization of IT and simplify BYOD programs by seamlessly delivering applications across all devices and computing platforms. The company’s universal application framework delivers a consistent, secure and compelling user experience for existing and future applications. By working seamlessly across all devices and platforms, EXO U’s technology-agnostic framework helps enterprises implement BYOD programs, allows schools to incorporate digital technologies into the classroom and facilitates increased productivity and knowledge sharing among both professionals and students. For more information, please visit www.exou.com and follow us on Twitter.

Corporate, Ryan Hunter, S. Paul Pathak, Transaction Press Releases