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CAW.P

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Share Name Share Symbol Market Type
TSXV:CAW.P TSX Venture Common Stock
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Carlaw Capital II Corp. Announces Completion of Qualifying Transaction With TrueContext Corporation

12/08/2009 11:27pm

Marketwired Canada


Carlaw Capital II Corp. ("Carlaw" or the "Corporation") (TSX VENTURE:CAW.P) is
pleased to announce today that, subject to final approval of the TSX Venture
Exchange (the "Exchange"), it has completed its previously announced acquisition
of all of the issued securities of TrueContext Corporation ("TrueContext") by
way of an amalgamation (the "Amalgamation") of TrueContext with 7180811 Canada
Inc., a wholly-owned subsidiary of Carlaw. The Amalgamation constitutes Carlaw's
qualifying transaction (the "Qualifying Transaction") pursuant to the policies
of the Exchange.


Pursuant to the Amalgamation, Carlaw issued one common share in the capital of
Carlaw (the "Carlaw Common Shares") for each outstanding common share in the
capital of TrueContext (the "TrueContext Common Shares"). In addition, warrants
to purchase up to an aggregate of 4,504,703 TrueContext Common Shares
outstanding immediately prior to the Amalgamation are now exercisable to
purchase an equivalent number of Carlaw Common Shares in lieu thereof on
economically equivalent terms and conditions, and options to purchase up to an
aggregate of 2,324,984 Carlaw Common Shares were granted to certain directors,
officers, employees and consultants at an exercise price of $0.15 per share,
which shall expire on August 11, 2014.


As a result of the completion of the Qualifying Transaction, an aggregate of
32,539,683 Carlaw Common Shares are issued and outstanding, of which 26,939,683
Carlaw Common Shares were issued to holders of TrueContext Common Shares.
Assuming that all of the outstanding options and warrants are exercised,
40,045,770 Carlaw Common Shares will be issued and outstanding on a fully
diluted basis.


Pursuant to the terms of an escrow agreement dated August 11, 2009 among Carlaw,
Equity Transfer & Trust Company and certain escrow securityholders, an aggregate
of 23,349,393 Carlaw Common Shares have been placed in escrow, whereby 10% of
such shares will be released immediately upon the issuance of the Exchange
bulletin evidencing final acceptance of the Qualifying Transaction and the
balance of such shares will be released in equal tranches of 15% every six
months thereafter.


On August 11, 2009, Carlaw also filed articles of amendment changing its name to
"TrueContext Mobile Solutions Corporation".


The board of directors of Carlaw now consists of Amar Bhalla, Peter Charbonneau,
Terence Matthews, Jon Shantz and Ravi Sood. Alvaro Pombo has replaced Amar
Bhalla as Chief Executive Officer and David Greenwood has replaced Robert
Campbell as Chief Financial Officer.


A filing statement dated July 23, 2009 prepared in accordance with the
requirements of the Exchange in connection with the Qualifying Transaction has
been filed with the Exchange and applicable Canadian securities regulators on
SEDAR and is available at www.sedar.com.


Carlaw anticipates that its common shares will commence trading on the Exchange
under its new name and trading symbol "TMN" shortly following receipt of final
approval from the Exchange.


Amar Bhalla, former Chairman and Chief Executive Officer of Carlaw, said, "We
are extremely excited to partner with the world-class TrueContext team operating
in the fastest growing space in the information technology sector. We believe
this presents an excellent opportunity for our shareholders."


ABOUT TRUECONTEXT CORPORATION

Established in 2001, TrueContext is a pioneer in the creation and utilization of
easy to use mobile data collection applications. Their flagship product, Pronto
Forms (www.prontoforms.com) simplifies field data capture and extends the most
powerful business applications to nearly any mobile device. This award-winning,
patent-pending technology allows non-technical customers to securely build,
manage and deploy a wide variety of forms for mobile workforce management. For
questions or additional information, please contact TrueContext at
sales@truecontext.com or at +1.877.333.9779.


Certain information in this press release may constitute forward-looking
information. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any forward-looking
statements. The Corporation assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
reflected in the forward looking-statements unless and until required by
securities laws applicable to the Corporation. Additional information
identifying risks and uncertainties is contained in the Corporation's filings
with the Canadian securities regulators, which filings are available at
www.sedar.com.


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