CALGARY, ALBERTA--(Marketwire - March 16, 2012) - GINSMS Inc. ("GINSMS") (TSX VENTURE:GOK) is pleased to announce that it has entered today into an agreement with Raymond James Ltd. pursuant to which Raymond James Ltd. has agreed to act as sponsor in connection with the previously-announced acquisition of Inphosoft Group Pte Ltd ("Inphosoft") by GINSMS.

In addition, GINSMS is pleased to report that it has hired BDO Canada LLP to perform a formal valuation of the Inphosoft business to be acquired by GINSMS.

At this stage, both Inphosoft and GINSMS are diligently working on the drafting of the filing statement required under the rules of the TSX Venture Exchange Inc. (the "Exchange"). The parties expect to file the filing statement towards the end of April, 2012.

In January 12, 2012, GINSMS announced that it entered into a share purchase agreement to purchase for total consideration of $11.6 million all of the issued and outstanding shares of Inphosoft, a Singapore IT mobile middleware solutions developer for mobile network operators, financial institutions, media companies and enterprises, which provides innovative mobile data services and solutions. The Exchange has indicated to GINSMS that it will apply to the Inphosoft acquisition the Exchange rules applicable to reverse take-overs although the proposed transaction is not technically a reverse take-over. The consideration payable to Inphosoft will consists of: (i) $1,100,000 in cash of which $700,000 is payable at closing and the balance payable within 30 days after the closing date of the acquisition, failing which, the balance of $400,000 shall be converted into a non-interest bearing promissory note payable to Inphosoft; (ii) and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million (the "Debentures").

Each Debenture shall be issued for a term of three years and no Debenture holder may, at any time, convert such principal amount of the Debenture if, as a result: (i) the Debenture holder would hold 10% or more of the then issued and outstanding common shares of the Corporation; and (ii) any Debenture holder with any person with which it is acting jointly or in concert with, collectively, as a group would hold 20% or more of the then issued and outstanding common shares of the Corporation.

In addition, of the $10.5 million Debentures, Debentures with an aggregate principal amount of $4,000,000 will be deposited at closing in escrow and will be released upon the achievement of certain established profit levels by Inphosoft over the next two years. If the profit level of Inphosoft for the financial year ending on December 31, 2011 is equal to or greater than $600,000, then Debentures having an aggregate principal amount of $2,000,000 shall be released from escrow to Inphosoft, otherwise Debentures having an aggregate principal amount of $2,000,000 shall be cancelled. If the profit level of Inphosoft for the financial year ending on December 31, 2012 is equal to or greater than $1,000,000, then the balance of the escrowed Debentures shall be released to the vendor, otherwise for every $2 of profit, $1 principal amount of escrowed Debentures shall be released from escrow to the vendor and the remaining escrowed Debentures shall be cancelled.

Inphosoft is controlled by One Heart International Limited (a company incorporated under the laws of the British Virgin Islands), Wang Xian Xiang (of Singapore), Chin Siang Hui (of Singapore) and Xu Hongwei (of China), who together hold a 91.79% interest in Inphosoft.

Contemplated financing

Management of GINSMS has decided not to proceed with any brokered private placement concurrently or in conjunction with the completion of the planned acquisition of Inphosoft.

About GINSMS

GINSMS owns 100% of GIN International Ltd., a technology company focused on providing inter-operator short messaging services to mobile telecom operators in Hong Kong. GINSMS' stated business objective is to become a leading short messaging service ("SMS") and data hubbing service provider to mobile network operators in Hong Kong and China and to establish an international SMS and value added services business.

About Inphosoft

Inphosoft is a leader in providing innovative mobile data services and solutions in the areas of mobile advertising, mobile payment and banking, mobile service delivery platforms and mobile social networking services. Since its inception, Inphosoft has accelerated mobile data adoption through more than 100 deployments for mobile operators, financial institutions, media companies and enterprises. Inphosoft operates out of three offices in Singapore, Malaysia and Indonesia.

Caution Regarding Forward-Looking Information

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with GINSMS' business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by expressions such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or the negative thereof or variations thereon or similar terminology. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, without limitation, the risks factors discussed in the section entitled "Risk Factors" in GINSMS' long form prospectus dated November 12, 2009 which is available under GINSMS' profile on SEDAR at [ www.sedar.com ]. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, GINSMS cannot assure the reader that actual results will be consistent with these forward-looking statements. These assumptions are further described in GINSMS' management discussion & analysis for the nine-month period ended December 31, 2011, which is also available on SEDAR at [ www.sedar.com ]. These forward-looking statements are made as of the date hereof and GINSMS assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance. There can be no assurance that the transaction 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 transaction, any information released or received with respect to the proposed acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Contributing Sources

---

Market Wire