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 Mergers and Acquisitions
Engenuity Technologies Inc. to Acquire AcuSoft, Inc.
3 years 5 months ago

MONTREAL – October 3, 2006 – Engenuity Technologies Inc. [“Engenuity” or the “Company”] [TSX: EGY], a global leader in visualization and simulation software solutions, today announced the acquisition of AcuSoft, Inc., a premier software technology company specializing in simulation, training, visualization and automation. The acquisition is part of Engenuity's overall strategy to expand its operations in the U.S. market and deliver comprehensive end-to-end visualization and simulation solutions to its customers. The transaction, valued at up to US $2,660,000, (a portion of which will be payable only if certain financial targets are met) has received regulatory approval from the Committee on Foreign Investment in the United States (“CIFIUS”), and is undergoing review by the Defense Security Service (DSS). In partial payment of the purchase price, Engenuity has issued 2,027,203 common shares to the former shareholders of AcuSoft in connection with this acquisition.

“Our partnership with AcuSoft prompted this acquisition, and we look forward to leveraging their ground-based simulation expertise as we drive further into government simulation,” says Patrice Commune, chief executive officer, Engenuity Technologies. “This acquisition will be instrumental in helping us further develop our relationship with PEO STRI as we embrace its OneSAF strategy, and will deepen our longstanding partnership with Boeing through AcuSoft's involvement in the Future Combat Systems (FCS) program.”

With the acquisition of AcuSoft, Inc., Engenuity will enhance its ground simulation capabilities in the STAGE™ simulation toolkit. STAGE is Engenuity's portfolio of commercial-off-the-shelf (COTS) software products for building simulation-based training systems, avionics test benches, and mission planning and rehearsal systems. By integrating AcuSoft's suite of simulation tools, STAGE users will have vastly enhanced simulation and modeling capabilities. AcuSoft's clients will benefit from Engenuity's extensive portfolio of simulation tools including AI.implant, the Company's Artificial Intelligence (AI) Software Development Kit (SDK).

“The technology that has been developed at Engenuity – especially STAGE and AI.implant – combined with AcuSoft's tools, will greatly expand the capabilities that we can offer our current and future customers,” said Bill Szymanski, president of AcuSoft, Inc. “In becoming a part of Engenuity we will be better able to expand the worldwide reach of our technology and together grow Engenuity's influence in the American Military marketplace.”

AcuSoft's longstanding involvement in several high-profile military projects made it a natural fit for Engenuity's acquisition strategy. Engenuity will seek to strengthen AcuSoft's established relationships as a supplier to major government initiatives such as the OneSAF Objective System (OOS) of the Army's Program Executive Office for Simulation, Training & Instrumentation (PEO STRI), and will continue to support the development of tools and services for this market.

Engenuity is permitted to acquire AcuSoft so long as it has in place a set of institutional measures that insulate and protect AcuSoft's classified information and contract performance from disclosure to the foreign company. Such measures are frequently referred to as Foreign Ownership Control or Influence (“FOCI”) mitigation. This mitigation plan includes, among other requirements, the establishment of an independent board of directors in the United States. The Board will consist of Jacques Dubois, chief financial officer at Engenuity Technologies, Bill Szymanski, president of AcuSoft, Inc., Lana Liu, treasurer and secretary of AcuSoft and one of its original founders, General George A. Joulwan, United States Army (Ret. 1997), and Nick Ali, former vice president of Lockheed Martin.

About AcuSoft, Inc.

AcuSoft is a premier software technology company with emphasis in simulation, training, visualization and automation. The company has been instrumental in developing and supporting simulation industry standards such as DIS, HLA and SEDRIS, and most recently, the Military Scenario Definition Language (MSDL). In addition to AcuScene (real-time visualization software), AcuSoft's other simulation and training applications include the Military Scenario Development Environment (MSDE), PowerSTRIPES After-Action Review (AAR) Tool, Electronic Classroom Management Systems (CMS), Side-by-Side database tools and related technologies. Visit the AcuSoft Web site at www.AcuSoft.com.

About Engenuity Technologies Inc.

Engenuity Technologies Inc. (TSX: EGY) is a global leader in visualization and simulation software solutions for the aerospace, defense, automotive, games and entertainment markets. The company's products and services are currently used by more than 800 customers in 40 countries, including many of the world's largest organizations. Engenuity has offices and distributors throughout North America, Europe, and Asia. www.engenuitytech.com

For more information, contact:

Andrew Elvish

Director of Communications

Engenuity Technologies, Inc.

E: andrew.elvish@engenuitytech.com

Nathalie Bergeron

T: 514-908-0110 Ext. 308

E: nbergeron@highroad.com

Donna Araujo

T: 416-644-2283

E: daraujo@highroad.com


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