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Vancouver, British Columbia – Gemcom Software International Inc. (“Gemcomâ€) (TSX:GCM), a global provider of mine production management solutions, announced today that it has completed its acquisition of Surpac Minex Group Pty Ltd. (“Surpac Minexâ€) of Perth, Australia (the “Acquisitionâ€).
Under the terms of the Acquisition which were announced on May 23, 2006 and subsequently updated on June 21, 2006, July 5, 2006 and July 13, 2006, Gemcom has acquired all of the issued and outstanding shares of Surpac Minex for cash consideration of $13,174,455 (subject to post-closing adjustments and a holdback (“Holdbackâ€) of $2,500,000 to cover such adjustments in accordance with the terms of the Acquisition) plus 13,084,871 common shares of Gemcom (of which 12,908,685 will be held in escrow with Pacific Corporate Trust Company (“Pacific Corporateâ€), with 50% released on January 17, 2007 and the remainder on June 20, 2007). The balance of the Holdback will be released to the vendors of Surpac Minex on January 15, 2007. Tim Moore and Tony Packer, previously members of the Surpac Minex board of directors, have been appointed to the Gemcom board of directors.
In connection with the Acquisition, Gemcom closed on July 13, 2006 a private placement for $12,075,000 (the “Placingâ€) of subscription receipts (“Subscription Receiptsâ€), the proceeds of which were used by Gemcom to partially fund the Acquisition. The Acquisition closed today, July 19, 2006 (the “Closing Dateâ€). On the Closing Date, the conditions of the Subscription Receipt Agreement between Gemcom and Pacific Corporate, dated July 13, 2006, relating to the release of the funds, were satisfied and the Subscription Receipts automatically exchanged. Each Subscription Receipt is exchangeable for one Common Share and one half of one common share purchase warrant (a “Warrantâ€), each whole Warrant being exercisable to acquire an additional Common Share at a price of $1.45 per Common Share for a period of 24 months following the closing of the Acquisition. The Common Shares and Warrants will be issued at 11:59 p.m. on the Closing Date and recorded on the register of Common Shares and register of Warrants. The certificates will be mailed by Pacific Corporate to holders of the Subscription Receipts at their addresses of record within three business days of the Closing Date.
Following the close of the Acquisition and the exchange of the Subscription Receipts, Gemcom has 50,639,335 Common Shares and 5,250,000 Warrants issued and outstanding. In connection with the Private Placement, 826,444 compensation options (“Compensation Optionsâ€) were issued to the agents. Each Compensation Option is exercisable for one unit (“Unitâ€) at a price of $1.15 per Unit for a period of 24 months following the closing of the Acquisition. Each Unit consists of one Common Share and one half Warrant.
“This Acquisition is a great strategic fit with Gemcom’s existing operations given the geographic reach and product profile of our combined asset base,†said Rick Moignard, President and CEO, Gemcom Software International Inc. “Surpac Minex is a leader in the industry and they provide Gemcom with a strong revenue and earnings base in a growing industry. This Acquisition marks an important step forward in our strategy to grow our business and expand into new markets.
†The transaction significantly strengthens Gemcom’s competitive position by providing the Company with exposure to new markets. Surpac Minex is the dominant player in Australia – the world’s largest mining software market – and has made significant inroads in China and Russia with Chinese and Russian language versions of its software. Combined, the new Gemcom will have market leadership in North America, Africa, South and Central America and Australia, a strong presence in emerging markets, along with an enhanced position in Europe.
“The closing of this Acquisition on schedule and in line with our expectations is a tribute to the hard work of the people in these two great companies. The Company has prepared a detailed integration plan which it will be executing over the next nine months and expects to see real benefits from the Acquisition accruing over this period to its shareholders and customers†Moignard went on to say.
Forward Looking Statements
Certain statements contained in this press release are not based on historical facts and may constitute forward-looking statements or forward-looking information within the meaning of applicable law. These statements appear in a number of different places herein and can be identified by words such as “willâ€, “anticipatesâ€, “expectsâ€, “intendsâ€, or
other comparable words. Forward-looking statements and information include statements regarding the issuance of Common Shares and Warrants and their delivery, the future outlook for Gemcom and the execution of the integration plan, and are subject to risk, uncertainties, and other factors, such as the ability to integrate operations successfully and the unanticipated changes in business, industry or general economic
conditions, that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements or information. See Gemcom’s quarterly and annual filings with the Canadian securities commissions for additional information on risks and uncertainties relating to the forward-looking statements and information. Many of these factors are beyond the control of Gemcom.
Consequently, all forward-looking statements and information made herein, are qualified by this cautionary statement.
This release shall not constitute an offer to sell or the solicitation of any offer to buy securities in any jurisdiction. The common shares have not been registered under the United States Securities Act of 1933, as amended, and they may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Investor Conference Call
Gemcom Software International Inc. will hold a conference call to discuss the closing of the Surpac Minex acquisition on Thursday, July 20 at 4:30 p.m. (EST) (1:30 p.m. PST). To participate in the conference call, please dial 1-800-355-4959 or (direct) 416-695-6623. For those investors unable to participate in the call, a recording will be available for replay until July 27, 2006 by calling 1-888-509-0081 or 416-695-5275 with the passcode 627933.
About Gemcom
When mining companies seek to increase mine productivity, they turn to Gemcom for technology and services. The Company is home to world-renowned mining applications like GEMS, Surpac, Minex, Whittle, Maximiser and Gemcom InSite™, and to industry thought-leaders, who are pushing the boundaries of what’s possible in mining.
Established in 1985, Gemcom has a global reach, delivering services and support in all major mining centres in more than 90 countries. Every major mining company, including BHP Billiton, Codelco, CVRD, De Beers and Newmont, is a Gemcom client. In July 2006, Gemcom acquired Surpac Minex Group Pty Ltd., a provider of mining software with complementary clients, channels to market, development teams and products. Upon this acquisition, the Company became the largest supplier of specialist mining software in the market space it services.
For more information, contact:
Garth Albright, Chief Financial Officer
Gemcom Software International Inc.
Tel: (604) 684.6550 Fax: (604) 684.3541
Email: gartha@gemcomsoftware.com
Media contact:
Martin Livingston
Living Communications Inc.
Tel: (604) 657-8234
Email: martinl@telus.net