Gemcom signs LOI to acquire Surpac Minex Group

Global provider of mine production management solutions Gemcom Software International Inc has signed a non-binding Letter of Intent to acquire Perth-based mining software developer Surpac Minex Group Pty Ltd.

The consideration is for up to CDN$13.5 million (A$15.8 million) and up to 13.5 million shares of Gemcom.

The acquisition, which is anticipated to close in July 2006 and is subject to due diligence from Gemcom, is expected to be funded through a combination of Gemcom's existing cash resources and a new equity financing by Gemcom.

The acquisition is subject to a number of approvals, including approval by the Gemcom and Surpac Minex boards, approval by Surpac Minex shareholders and other customary conditions.

Surpac Minex chairman Tim Moore said, "Our analysis indicates that by uniting Surpac Minex and Gemcom under one umbrella, users will benefit from even more compelling products and services, which would take the new Gemcom to a clear leadership position globally in the delivery of mining software and production management solutions."

Surpac Minex develops and provides mining software, including mine planning, engineering, geology, surveying, mineral exploration and resource modelling software.

The company, which has more than 30 years experience in mining, serves clients from 15 locations: Perth, Mittagong, Singleton, Brisbane (Australia), Krasnoyarsk, Moscow (Russia), Kielce (Poland), Accra (Ghana), Pretoria (South Africa), Hyderabad (India), Beijing, Hunan (China), Santiago (Chile), Vancouver (Canada) and Coalville (UK).

Gemcom, which was established in 1985, is a global provider of Mine Production Management Solutions and delivers technical mining applications, professional services, training, and support.

Below is the full announcement:

Gemcom Software International Inc., a global provider of mine production management solutions, announced today that it has signed a non-binding Letter of Intent to acquire Australia's, Perth-based, Surpac Minex Group Pty Ltd. ("Surpac Minex") for consideration of up to CDN$13,500,000 and up to 13,500,000 common shares of Gemcom. The acquisition, which is anticipated to close in July 2006, is expected to be funded through a combination of Gemcom's existing cash resources and a new equity financing by Gemcom. The acquisition is subject to due diligence by Gemcom, negotiation of a definitive acquisition agreement, completion of the necessary financing, regulatory approvals, approval by the Gemcom and Surpac Minex boards, approval (if required) by the Gemcom shareholders, approval by Surpac Minex shareholders, and other customary conditions.

"This acquisition will bring together two of the leading companies in the global mining software industry with highly complementary products, markets, distribution channels and world-class employee groups," said Rick Moignard, President and Chief Executive Officer, Gemcom Software International Inc. "Together, we will be able to offer our customers even more comprehensive solutions, while expanding our presence in fast-growing market segments."

Gemcom and Surpac Minex products are highly-regarded within the industry, as evidenced by the loyalty their clients demonstrate with respect to such brands as GEMS, Surpac, Whittle, Minex and In-Site.

Tim Moore, Chairman of Surpac Minex, said, "Our analysis indicates that by uniting Surpac Minex and Gemcom under one umbrella, users will benefit from even more compelling products and services, which would take the new Gemcom to a clear leadership position globally in the delivery of mining software and production management solutions."

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.

About Surpac Minex

Surpac Minex is a global leader in the development and provision of mining software, including mine planning, engineering, geology, surveying, mineral exploration and resource modelling software.

With more than 30 years experience in mining, in any extractable commodity and all methods of mining, Surpac Minex is at the forefront of technological advancements in mine planning, 3D visualisation and geological modelling.

Surpac Minex serves clients from 15 locations: Perth, Mittagong, Singleton, Brisbane (Australia), Krasnoyarsk, Moscow (Russia), Kielce (Poland), Accra (Ghana), Pretoria (South Africa), Hyderabad (India), Beijing, Hunan (China), Santiago (Chile), Vancouver (Canada) and Coalville (UK).

Surpac Minex Group Pty Ltd is an Australian private company.