Vancouver BC, July 14, 2006--(T-Net)--Gemcom Software International Inc. announces that it has closed its previously announced private placement. The Private Placement, led by Clarus Securities Inc. and including Acumen Capital Finance Partners Ltd. and Raymond James Ltd. (collectively, the "Agents"), consisted of 10,500,000 subscription receipts (the "Subscription Receipts") at a price of $1.15 per Subscription Receipt for gross proceeds of $12,075,000.
The gross proceeds from the Private Placement will be held in escrow pending the closing of Gemcom's previously announced acquisition of Surpac Minex Group Pty Ltd. (the "Acquisition"). Each Subscription Receipt will be automatically exchanged for one unit (the "Unit") of Gemcom, without payment of additional consideration, on the closing of the Acquisition. Each Unit will consist of one common share of Gemcom (the "Common Shares") and one half of one common share purchase warrant (the "Warrants"), each whole Warrant being exercisable to acquire an additional Common Share of Gemcom at a price of $1.45 per Common Share for a period of 24 months following the closing of the Acquisition. All securities issued under the Private Placement are subject to a hold period until November 14, 2006.
Proceeds from the Private Placement, and Gemcom's existing cash resources, will be used to fund Gemcom's anticipated Acquisition. The Acquisition is subject to completion of the Private Placement, due diligence by Gemcom, regulatory approvals, approval by Gemcom and Surpac Minex boards, approval by the Gemcom shareholders, approval by Surpac Minex shareholders, and other customary conditions. Closing of the Acquisition is expected to occur on or about July 19, 2006.
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 "will", "anticipates", "expects", "intends", or other comparable words. Forward-looking statements and information include statements regarding the closing of the Acquisition, the issuance of the Units and the use of proceeds from the Private Placement, and are subject to risk, uncertainties, and other factors, such as the satisfaction of closing conditions, that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements or information. See the Company'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 the Company. 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.
About Gemcom
Gemcom is a global provider of Mine Production Management Solutions (MPMS). Established in 1985, the Company delivers technical mining applications, professional services, training, and support. Reliable, timely information provided by Gemcom's MPMS allows for greater control throughout the mine lifecycle, which can translate into significant productivity gains.
Gemcom has a customer base of more than 1000 sites in over 90 countries, including such industry giants as Anglo American, BHP Billiton, Codelco, CVRD, De Beers, Newmont, Rio Tinto and Teck Cominco.
CONTACT INFORMATION
Gemcom Software International Inc.
Garth Albright
Chief Financial Officer
(604) 684-6550
Fax: (604) 684-3541
gartha@gemcomsoftware.com
www.gemcomsoftware.com
or
Living Communications Inc.
Martin Livingston
Media Contact
(604) 657-8234
martinl@telus.net