Acme Capital Corporation Announces Proposed Qualifying Transaction

Acme Capital Corporation ("Acme") (TSX VENTURE:AMN.P) is pleased to announce
details concerning its proposed qualifying transaction involving a business
combination with a private company ("Private Co").


Acme and PrivateCo have entered into a letter agreement dated July 27, 2012 (the
"Letter Agreement"), pursuant to which Acme and PrivateCo intend to complete a
business combination by way of a three-corner amalgamation among PrivateCo and a
new subsidiary of Acme to be formed (the "Amalgamation"), as well as a private
placement of common shares of PrivateCo (the "PrivateCo Private Placement").
Acme will complete a name change (the "Name Change") and a consolidation (the
"Consolidation") of its outstanding common shares (the "Acme Common Shares") on
a basis to be determined by the offering price of the PrivateCo Private
Placement (the "Offering Price"). Acme after completion of the Consolidation and
the Name Change, as well as the Amalgamation, is referred to as the "Resulting
Issuer". 


Pursuant to the Amalgamation, it is contemplated that each of the issued and
outstanding common shares of PrivateCo (the "PrivateCo Common Shares") will be
exchanged for one common share of the Resulting Issuer (the "Resulting Issuer
Common Shares") with a deemed value of the Offering Price. 


It is intended that the Amalgamation, when completed, will constitute the
qualifying transaction of Acme pursuant to Policy 2.4 of the TSX Venture
Exchange Inc. (the "TSX Venture") Corporate Finance Manual. The Amalgamation is
subject to the policies of the TSX Venture relating to qualifying transactions,
as well as shareholder approval of PrivateCo. The Consolidation and Name Change
of Acme are subject to regulatory and shareholder approval. 


About PrivateCo

PrivateCo is a private company and a leading provider of diversified information
technology ("IT") solutions to customers in the United States, specializing in
Data Management, Infrastructure Management, Systems Architecture, Technical
Services and Procurement Services. PrivateCo's customers primarily are large
enterprises and also include privately owned commercial enterprises, as well as
the public sector, including federal, state and local government entities,
educational institutions, emergency services and healthcare. PrivateCo provides
IT solutions, including hardware and software, maintenance and support services
to address customer's business needs. PrivateCo engages with clients in all
aspects of their IT infrastructure investment, providing services from the
initial needs assessment and design to procurement and implementation to
on-going support. PrivateCo maintains relationships with many industry-leading
technology original equipment manufacturers (OEMs). 


A complete description of the PrivateCo business will be contained in the filing
statement of Acme to be prepared and filed with respect to the Amalgamation (the
"Filing Statement"). 


PrivateCo Corporate History and Structure

PrivateCo was incorporated under the Business Corporations Act (Ontario)
("OBCA"). The head and registered office of PrivateCo is located in Toronto,
Ontario and PrivateCo has eight subsidiaries.


PrivateCo currently has approximately 50,000,000 PrivateCo Common Shares issued
and outstanding. PrivateCo has no stock options, warrants, anti-dilution or
other rights to purchase PrivateCo Common Shares issued or outstanding, other
than convertible debentures of PrivateCo that will be converted into PrivateCo
Common Shares in connection with the completion of the Amalgamation (the
"PrivateCo Debentures") and options to purchase PrivateCo Common Shares in an
amount and at exercise prices to be finalized prior to completion of the
Amalgamation (the "PrivateCo Options"). 


About Acme

Acme is a capital pool company that completed its initial public offering in
June 2011 and the Acme Common Shares are listed for trading on TSX Venture under
the stock symbol AMN.P. Acme currently has outstanding 8,000,000 Acme Common
Shares and stock options to acquire 800,000 Acme Common Shares at a price of
$0.10 per Acme Common Share (the "Acme Stock Options") and agent's options to
purchase 200,000 Acme Common Shares at a price of $0.10 per Acme Common Share
(the "Acme Agent's Options"). 


Summary of the Proposed Amalgamation

Pursuant to the arm's length Letter Agreement, and subject to the terms and
conditions thereof, Acme and PrivateCo have agreed to complete the Amalgamation,
Consolidation and Name Change.


Pursuant to the Letter Agreement, the parties have agreed to use their
"commercially reasonable efforts" to cause PrivateCo to complete the PrivateCo
Private Placement of PrivateCo Common Shares at a price to be determined in the
context of the market (the "Offering Price") for gross proceeds to be determined
in the context of the market. The parties acknowledge that PrivateCo intends to
engage a syndicate of agents (the "Agents") to act as agents on a "commercially
reasonable efforts" basis for the PrivateCo Private Placement and in connection
therewith intends to pay a cash commission to the Agents in an amount to be
determined.


PrivateCo intends to use the net proceeds of the PrivateCo Private Placement for
future acquisitions, debt reduction, general corporate purposes, working capital
and transaction costs to complete the Amalgamation.


Summary of Proposed Directors and Officers of Resulting Issuer

The Board of Directors of Acme will be replaced to consist of seven (7)
directors, all to be nominees of PrivateCo.


After the closing of the Amalgamation, the officers of the Resulting Issuer will
be appointed by the Board of Directors of the Resulting Issuer.


Information concerning the proposed new directors and officers of the Resulting
Issuer will be contained in the Filing Statement. 


Other Matters Concerning the Amalgamation

The completion of the Amalgamation, Consolidation and Name Change are subject to
the approval of TSX Venture and all other necessary regulatory approval. The
completion of the Amalgamation is also subject to additional conditions
precedent, including completion of the PrivateCo Private Placement for proceeds
sufficient to satisfy the TSX Venture requirements, shareholder approval of
PrivateCo, satisfactory completion of due diligence reviews by both parties,
board of directors approval of Acme and PrivateCo for the Amalgamation, the
continuance of Acme from the Province of Alberta to the Province of Ontario and
certain other usual conditions.


The Amalgamation will be an arm's length transaction as none of the directors,
officers or insiders of Acme own any interest in PrivateCo.


Acme also announces it has reserved additional Acme Common Shares in order to
grant stock options to purchase up to 10% of the issued and outstanding
Resulting Issuer Common Shares pursuant to the stock option plan of Acme,
subject to TSX Venture and shareholder approval, at the Offering Price, upon the
completion of the Amalgamation, Name Change and Consolidation. 


Acme intends to apply to TSX Venture for an exemption from the sponsorship
requirements in connection with the Amalgamation. There is no assurance that
such exemption will be granted. If such exemption is not granted, Acme will be
required to engage a sponsor for the Amalgamation.


Trading of the Acme Common Shares will not resume until all steps referenced in
the Policy 2.4 of the TSX Venture have been completed. Either: (a) Acme will
issue a subsequent press release to include additional information on the
proposed directors and officers of the Resulting Issuer, financial information
of PrivateCo, details on the PrivateCo Private Placement, and any updates on the
Amalgamation, including the deemed price of the Amalgamation, and trading of the
Acme Common Shares will resume; or (b) the Acme Common Shares will not resume
trading until after the Filing Statement to be prepared regarding the
Amalgamation has been filed on SEDAR. In addition, the Acme Common Shares will
not resume trading until either a sponsorship exemption is obtained or a sponsor
is engaged. 


As indicated above, completion of the Amalgamation is subject to a number of
conditions, including but not limited to, TSX Venture acceptance and shareholder
approval. The Amalgamation cannot close until the required shareholder approval
is obtained. There can be no assurance that the Amalgamation 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 Amalgamation, any information released or
received with respect to the Amalgamation 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 PrivateCo 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.


This release does not constitute an offer for sale of securities in the United
States.