Gemcom Software International Inc. (TSX:GCM), the largest global supplier of
specialised mining productivity solutions, (the "Company" or "Gemcom") announced
today that an acquisition vehicle controlled by JMI Equity and The Carlyle Group
(the "Purchaser") has agreed with Gemcom to amend the arrangement agreement the
parties entered into on May 7, 2008 to increase the amount to be paid to
shareholders to Cdn$3.05 per share from Cdn$2.90 per share. The total value of
the transaction is now valued at approximately Cdn$190 million.


The purchase price increase was accomplished in connection with an agreement
reached between the Purchaser and Pala Investment Holdings Limited ("Pala"), the
Company's largest shareholder. Pala has agreed to become a shareholder in the
Purchaser, if Pala's review of Gemcom diligence materials is satisfactory to
Pala. Pala must decide whether to invest in the Purchaser by June 16, 2008. Pala
currently holds 10,407,100 shares, representing 19.05% of all issued and
outstanding shares. Pala has also agreed that as long as the arrangement
agreement has not been terminated and the per share price to be paid to Gemcom's
shareholders is at least Cdn$3.05, Pala will vote all its shares in favour of
the proposed transaction. The increased purchase price and the Pala voting
agreement will remain in effect regardless of whether Pala invests in the
Purchaser.


Burke Corbet, chairman of the Board of Directors, said, "We are pleased to be
able to announce this amended transaction which improves the result for our
security holders. Gemcom's Mergers & Acquisition Committee and Board of
Directors unanimously recommend that security holders vote FOR this enhanced
transaction at the upcoming special meeting. We are very pleased with the
increased purchase price."


In connection with the amended arrangement agreement, the Mergers & Acquisition
Committee and the Board of Directors received a fairness opinion from the
Catalyst Group LLC that the increased consideration to be received by security
holders in connection with the amended transaction is fair, from a financial
point of view, to such holders.


"Given Pala's focus on the mining sector, Gemcom's industry leading position in
mining productivity solutions and experienced management team make it an
excellent partner for us," stated Jan Castro, managing director of Pala
Investments AG. "We are excited to join JMI and Carlyle to work with Gemcom's
management team to implement a long-term growth strategy designed to meet the
significantly increasing demands of the global mining industry for innovative
technological solutions. Our involvement in other mining services companies will
enable us to help position Gemcom for even greater success in this rapidly
changing environment."


The Gemcom special meeting of security holders to consider the proposed
transaction will be held by July 22, 2008. The transaction will require the
approval of 66 2/3% of the votes cast at the meeting in person or by proxy, and
the approval of more than 50% of the votes cast by shareholders other than
certain interested parties (including Pala) who vote at the meeting in person or
by proxy. The record date for shareholders entitled to vote at the meeting
remains May 30, 2008. Shareholders will be receiving a management information
circular outlining the next steps and the voting process. Gemcom security
holders are encouraged to read the circular in its entirety as it will provide,
among other things, a detailed discussion of the process that led to the
proposed transaction and the reasons behind Gemcom's Board of Directors
unanimous recommendation that shareholders vote FOR the transaction. Pending the
receipt of court and security holder approval, the transaction is expected to be
completed in late July. A copy of the amendment to the arrangement agreement and
a copy of Pala's voting agreement will be filed on SEDAR at www.sedar.com.


Lang Michener LLP is acting as legal advisor to the Mergers & Acquisition
Committee of Gemcom's Board of Directors and Fasken Martineau DuMoulin LLP is
acting as legal counsel to Gemcom. 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. Goodmans LLP is acting as legal
advisor to Pala Investments Holdings Limited.


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 Pala Investments Holdings Limited

Pala Investments Holdings Limited is a US$1.2 billion multi-strategy alternative
investment company with a focus on mining and natural resource companies in both
developed and emerging markets. Pala, which is based in Jersey, Channel Islands,
seeks to assist companies in which it has long-term shareholdings by providing
strategic advice and innovative financing solutions. It is advised on an
exclusive basis by Pala Investments AG, based in Switzerland.


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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