Acme Capital Corporation Announces Updates Regarding

Acme Capital Corporation Announces Updates Regarding Qualifying
Transaction 
CALGARY, ALBERTA -- (Marketwire) -- 01/23/13 -- Acme Capital
Corporation (TSX VENTURE:AMN.P) ("Acme") is pleased to announce
further details concerning its proposed qualifying transaction (the
"Qualifying Transaction") involving a business combination with Pivot
Acquisition Corp. ("Pivot"), a leading North American IT Multi Vendor
Solutions Provider.  
In conjunction with, or prior to the closing of, the Qualifying
Transaction, Pivot intends to complete a brokered private placement
of up to 10,000,000 subscription receipts ("Subscription Receipts")
at an offering price (the "Offering Price") of $1.00 per Subscription
Receipt for gross proceeds of up to $10,000,000 (the "Offering").
Pivot has retained Mackie Research Capital Corporation ("MRCC") to
act as lead agent, in a syndicate including Macquarie Private Wealth
Inc., on a best-efforts basis in respect of the Offering. The
Subscription Receipts will be convertible, for no additional
consideration, into freely trade-able common shares of the resulting
issuer upon completion of the Qualifying Transaction (the "Resulting
Issuer").  
Pivot intends to use the net proceeds of the Offering for general
working capital, as well as to pay transaction costs incurred in
connection with the completion of the Qualifying Transaction.  
Acme previously approved a consolidation of its common shares (the
"Acme Shares") at a meeting of Acme's shareholders held on October 3,
2012 on the proposed basis of one (1) post-consolidation Acme Share
for up to every one-hundred (100) pre-consolidation Acme Shares, or
such lesser number of pre-consolidation Acme Shares as determined by
the board of directors of Acme (the "Consolidation"). Based on an
Offering Price of $1.00 per Subscription Receipt, the board of
directors of Acme intends to set the consolidation ratio for the
Consolidation at a basis of one (1) post-consolidation Acme Share for
every ten (10) pre-consolidation Acme Shares.   
Acme and Pivot entered into a letter agreement dated July 27, 2012
pursuant to which Pivot and a wholly-owned subsidiary of Acme will,
in accordance with the terms of an amalgamation agreement to be
entered into by the parties prior to completion of the Qualifying
Transaction, complete a three-cornered amalgamation under the
provisions of the Business Corporations Act (Ontario) to form a new
company, and former holders of the issued and outstanding common
shares of Pivot (the "Pivot Shares") will receive common shares of
the Resulting Issuer (the "Resulting Issuer Shares"), on a
one-for-one basis, with a deemed value of $1.00 per share. 
In addition, any outstanding convertible unsecured subordinated
debentures of Pivot issued pursuant to a trust indenture dated April
14, 2011 between Pivot and Computershare Trust Company of Canada (the
"Debentures") will be automatically converted into Pivot Shares at a
deemed value of $0.50 per share immediately prior to the closing of
the Qualifying Transaction. Pivot has obtained approval from the
holders of the Debentures to provide those holders with an option,
whereby they can alternatively elect prior to completion of the
Qualifying Transaction to convert their Debentures (or any portion
thereof) into series A preferred shares of the Resulting Issuer (the
"Series A Preferred Shares"). The Series A Preferred Shares will be
convertible at anytime at the option of the holders into Resulting
Issuer Shares on the same basis as the Debentures and will also be
redeemable at the option of the holders in certain circumstances.
After June 30, 2013, the Resulting Issuer will have the right to
force the conversion of the Series A Preferred Shares into Resulting
Issuer Shares on the same basis as the Debentures. A notice
describing the election process to convert the Debentures into Series
A Preferred Shares, as well as the requisite election form, will be
provided to Debenture holders in the near-term. 
Any compensation options granted to agents in connection with the
issuance of the Debentures will be exchanged for new securities of
Acme entitling the holders thereof to acquire Resulting Issuer Shares
on substantially identical terms as the original compensation
options. 
The Offering is expected to close on or about February 12, 2013. The
Qualifying Transaction is expected to close shortly thereafter and
trading in the Resulting Issuer Shares is expected to commence on the
TSX Venture Exchange following closing, under the symbol "PTG", once
all of the requirements of TSX Venture have been met. 
Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, acceptance of the TSX
Venture Exchange (the "TSXV"). The Qualifying Transaction cannot
close until the required approvals are obtained. Additionally, the
Consolidation is also subject to the approval of the TSXV. There can
be no assurance that the Qualifying Transaction or the Consolidation
will be completed as proposed or at all.  
Investors are cautioned that, except as disclosed in the Filing
Statement to be prepared in connection with the Qualifying
Transaction, any information released or received with respect to the
Qualifying Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Acme should be
considered highly speculative.  
Except for historical information contained herein, this news release
contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially. Neither Acme nor
Pivot will update these forward-looking statements to reflect events
or circumstances after the date hereof. More detailed information
about potential factors that could affect financial results is
included in the documents filed from time to time with the Canadian
securities regulatory authorities by Acme.  
The securities of Pivot being offered have not been, nor will be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from U.S. registration
requirements. This release does not constitute an offer for the sale
of securities in the United States.  
Neither the TSXV nor its Regulation Services Provider (as that term
is defined in the policies of the TSXV) has in any way passed upon
the merits of the proposed Qualifying Transaction and or approved or
disapproved the contents of this press release. 
Contacts:
Acme Capital Corporation
Al Kroontje
President, Chief Executive Officer, Chief Financial Officer
and director
(403) 539-4447 
Pivot Acquisition Corp.
Greg Gallagher
Chief Executive Officer
(720) 465-9675
 
 
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