EXO U Announces Equity Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, Feb. 10, 2016 /CNW Telbec/ - EXO U Inc. ("EXO U" or the "Corporation") (TSX Venture: EXO) announced today that it intends to offer, on a private placement basis, up to 20,000,000 units (the "Units") at a price of $0.10 per Unit for aggregate gross proceeds to the Corporation of up to $2,000,000 (the "Offering").

Each Unit will consist of one (1) common share (each, a "Common Share") in the capital of the Corporation and one (1) common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $0.15 (the "Exercise Price") for a period of twenty-four (24) months from the closing date of the Offering (the "Expiration Date"). All securities issuable pursuant to the Offering will be subject to a four-month hold period from the date of issuance. The Warrants will be subject to an accelerated expiry if, at any time after the four-month hold period expires, the closing price of the Common Shares on the TSX Venture Exchange exceeds $0.30 for 20 trading days, in which event the holder will be given notice that the Warrants will expire 30 days following the date of such notice. The Warrants will be exercisable by the holder during the 30-day period between the notice and the expiration of the Warrants.

As part of the Offering, it is expected that Hypertechnologie Ciara Inc. ("Hypertec"), an existing "Control Person" of the Corporation, will participate in an amount up to $500,000. Hypertec's participation in the Offering will be considered a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("61-101"). The Corporation is relying on Section 5.5(a) for an exemption from the formal valuation requirement and Section 5.7(1)(a) for an exemption from the minority approval requirement under 61-101, as neither the fair market value of the Units to be issued to Hypertec nor its investment will exceed 25% of the Corporation's market capitalization.

The Offering will be made by way of a non-brokered private placement in Canada, and otherwise in those jurisdictions where the Offering can lawfully be made under applicable prospectus and registration exemptions. The Offering is expected to close on or about February 29, 2016. The Offering remains subject to the approval of the TSX Venture Exchange.

The net proceeds of the Offering will be used by the Corporation for general corporate and working capital purposes. In particular, the Corporation intends to use the net proceeds to execute on the plan previously detailed in the February 3, 2016 update. The Corporation's new "go to market" strategy is focused on building revenues with established distribution and sales channels in K-12 and Higher Education, where Ormi comes pre-packaged with large format interactive panels and student devices. Ormi provides the necessary teaching platform to connect these devices together, creating a complete BYOD (Bring Your Own Device) solution.

EXO U now has three distribution contracts signed with Panasonic, Qomo and Geneeworld, providing sales and distribution across more than 1,000 resellers in North America and Europe. EXO U's primary focus in 2016 will be the U.S. markets, however Geneeworld's reach in Europe is believed to show significant opportunities for EXO U with their competitive line of interactive panels and mobile devices for classroom settings.

According to the U.S. Department of Education, there are over 13,500 school districts and over 50 million students in the U.S. As of January 2016, at least 46% have distributed a BYOD policy. EXO U's Higher Education launch in spring 2016 is intended to target those 50 million students attending college full time, where EXO U's senior management team has significant experience selling into the leading higher education institutions in the U.S. As previously stated in the February 3^rd update, due to education sales cycles and procurement, the Corporation is anticipating the majority of its 2016 revenues to flow in fiscal third quarter.

Mr Kevin Pawsey, CEO of EXO U, stated, "This financing provides us with the resources to deliver against the new go to market strategy implemented in October with our new management team. In that time, we have signed three major distribution partners, launched sales activities in Europe and in the U.S., launched the new Ormi BYOD Platform to positive acclaim, and continued to refine our cost base, operations and product to deliver a great experience for our customers".

The news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About EXO U

EXO U's shares trade on the TSX Venture Exchange under the ticker symbol EXO.V.  EXO U develops an innovative software platform which enables businesses and educational institutions to securely mobilize and manage their mobile workforce and students by delivering engaging experiences spanning desktop and mobile applications. At the core of EXO U's platform is the smart and agnostic EXO engine that unifies multiple software platforms, allowing devices to interact and communicate seamlessly together. It enables true mobility for businesses and educational organizations by solving important mobility issues such as security, privacy, collaboration, and management of application and content. EXO U's technology agnostic framework delivers to end users a safe, reliable, and intuitive smart workspace designed for connecting with people, accessing services, and sharing information and digital content, while requiring minimal infrastructure and optional Internet connectivity. It simplifies management of the entire application lifecycle, freeing the organizations to focus on building engaging apps that work across different operating systems and form factors, thus increasing productivity for developers and reducing total cost of ownership for organizations. By offering an engaging and exceptional user experience on all computing devices, without compromising security or protected information, the EXO U enterprise and education solutions allow organizations to embrace consumerization and enjoy all the benefits of mobile. For more information, visit http://www.exou.com and follow us on Twitter @exo_u.

Disclaimer in Regards to Forward-Looking Statements

Certain statements made in this press release that are not historical facts, including but not limited to statements with respect to the completion of the Offering and the use of the net proceeds thereof, Hypertec's participation in the Offering and the execution of the Corporation's go to market plan and future product launches, are forward-looking statements and are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking information contained in this press release represents EXO U's current expectations. EXO U disclaims any intention and assumes no obligation to update or revise any forward-looking information, except if required by applicable securities laws. For additional information with respect to certain of these and other assumptions and risk factors, please refer to EXO U's management's discussion and analysis for the year ended March 31, 2015, available under the Company's profile on SEDAR at www.sedar.com. 

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.

For more information please visit www.exou.com.

SOURCE EXO U Inc

Media contacts: Ian Bryan, Vice President, Marketing, EXO U Inc., [phone], [email protected]; Investor contacts: Kevin Pawsey, Chief Executive Officer, EXO U Inc., [phone], [email protected]; Shan Ahdoot, President, EXO U Inc., [phone], [email protected]