GCM GCM Mining Corp

Gemcom Software International Inc. (TSX:GCM), the largest global supplier of
specialised mining productivity solutions, today announced that it has signed a
definitive agreement to be acquired by JMI Equity and The Carlyle Group, in an
all cash transaction valued at approximately $180 million. Under the terms of
the agreement, Gemcom shareholders will receive $2.90 in cash for each share of
Gemcom common stock, representing a 16% premium over Gemcom's weighted average
closing price for the last forty-five trading days.


"We are pleased to announce this transaction, which represents the culmination
of a thorough review of our standalone plan and strategic alternatives," stated
Burke Corbet, chairman of the Gemcom Board of Directors. "The Board of Directors
has concluded that this transaction is in the best interests of our
shareholders, allowing them to realise the value of their investments at an all
time high price. This acquisition represents a resounding endorsement of the
results we have achieved through our strategy, market leadership position and
strong management team."


JMI Equity is a private equity firm exclusively focused on investments in
growing software and business services companies throughout North America with
approximately $1.3 billion of committed capital under management. The Carlyle
Group is a global private equity firm with $81.1 billion under management and
operations in 21 countries. Carlyle's U.S. growth capital team invests in growth
buyout transactions, expansion-stage growth equity and selected early-stage
venture capital opportunities.


"Our strategy at JMI is to focus on software and business services companies
with proven business models and to partner with their management teams to build
exceptional companies," said Bob Smith, general partner of JMI Equity. "We are
particularly attracted to Gemcom because of its proven leadership team and the
execution capabilities of its global staff. We believe that through continued
investment in its technology, people and deep customer relationships, Gemcom
will continue to build on its market leadership position in the mining market.
This is a unique and exciting opportunity to be part of Gemcom's vision to solve
their customers' business issues through technology that will transform the
mining industry."


"Gemcom is an ideal fit with our investment strategy - it is a high-growth
company with leading market share, providing compelling solutions to the global
mining sector," stated Brooke B. Coburn, managing director and head of Carlyle
Venture & Growth Partners, the U.S. venture and growth capital arm of The
Carlyle Group. "We look forward to working with the Gemcom management team to
support expansion of their market-leading mining software solutions to existing
and future customers in all major global markets."


Gemcom has a portfolio of award-winning software and service solutions and is a
clear leader in mining productivity solutions. The Company has a global reach
and local presence in all major mining centres, servicing clients in more than
90 countries from 19 locations.


"For more than 22 years, Gemcom has been delivering innovative solutions to
improve mining productivity, which has enabled us to attain our leadership
position," said Rick Moignard, president and CEO of Gemcom Software. "JMI and
Carlyle have a strong track record of growing technology companies and I look
forward to working with them in accelerating our vision to improve how the
mining industry uses software and best practises to address their key
challenges."


Gemcom's Board of Directors has approved the agreement and has unanimously
resolved to recommend that Gemcom's shareholders vote in favour of the
transaction, which is to be carried out by way of a statutory plan of
arrangement. In that regard, Gemcom's Board received an opinion from its
financial advisor, The Catalyst Group, that the consideration to be received by
shareholders in connection with the transaction is fair, from a financial point
of view, to such shareholders. In addition, each of Gemcom's Directors and the
CEO, CTO and CFO, have entered into voting agreements pursuant to which each
party has agreed to vote in favour of the transaction. Shareholders will be
receiving an information circular outlining the next steps and the voting
process. Pending the receipt of shareholder approval, the transaction is
expected to be completed in July.


Goodwin Procter LLP and Stikeman Elliott LLP are acting as legal advisors to JMI
Equity, while Latham and Watkins LLP is acting as legal advisor to The Carlyle
Group.


About JMI Equity

JMI Equity, based in Baltimore and San Diego, is a private equity firm
exclusively focused on investments in growing software and business services
companies at all stages of their lifecycles. Founded in 1992, JMI has invested
in more than 90 companies throughout North America and has approximately $1.3
billion of committed capital under management. JMI provides the first
institutional capital to self-funded companies, partners with management teams
to acquire or recapitalize market leading companies and selectively makes
investments in early-stage companies. Representative investments include
Blackbaud, DoubleClick, Kronos and Unica. For more information on JMI, visit
www.jmiequity.com.


About The Carlyle Group

The Carlyle Group is a global private equity firm with $81.1 billion under
management committed to 60 funds. Carlyle invests in buyouts, venture & growth
capital, real estate and leveraged finance in Africa, Asia, Australia, Europe,
North America and South America focusing on aerospace & defense, automotive &
transportation, consumer & retail, energy & power, financial services,
healthcare, industrial, infrastructure, technology & business services and
telecommunications & media. Since 1987, the firm has invested $43.0 billion of
equity in 774 transactions for a total purchase price of $229.3 billion. The
Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate,
Carlyle portfolio companies have more than $87 billion in revenue and employ
more than 286,000 people around the world - www.carlyle.com.


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
solutions like GEMS, Surpac, Minex, Whittle, and 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 comprehensive
solutions in all major mining centres in more than 90 countries. Every major
mining company, including BHP Billiton, Codelco, De Beers, Newmont and Vale, is
a Gemcom client. Through a combination of organic growth and strategic
acquisitions, the Company has become the largest global supplier of specialised
mining productivity solutions. Gemcom is listed on the TSX under the ticker
"GCM". For more information, visit www.gemcomsoftware.com.


This press release contains forward-looking statements concerning the future
performance of Gemcom's business, its operations, and its financial performance
and condition. These forward-looking statements are based on management's
current expectations and judgment. The Company cautions readers that all
forward-looking information is inherently uncertain and actual results may
differ materially from the assumptions, estimates, or expectations reflected or
contained in the forward-looking information, and that actual future performance
will be affected by a number of factors, including but not limited to economic
conditions, technological change, and changes in competitive factors, many of
which are beyond the Company's control. Risks and uncertainties that could
affect Gemcom's business are discussed more extensively in the MD&A section of
the Company's most recent annual report and annual information form, which are
available on the Company's website or on SEDAR at www.sedar.com. Future events
and results may vary significantly from what management currently foresees.
These forward-looking statements are made as of the date of this release and
management assumes no obligation to update or revise these statements to reflect
new events or circumstances.


Gemcom, the Gemcom logo and combinations thereof, are trademarks of Gemcom
Software International Inc. GEMS, Surpac, Minex, Whittle, MineSched, PCBC and
Gemcom InSite are either registered trademarks or trademarks of Gemcom Software
International Inc.

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