Human Resources: SumTotal Systems Closes $35.1 Million Common Stock Offering

    MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--May 24, 2007--SumTotal(R)
Systems (Nasdaq:SUMT) announced that it has closed its previously
announced registered direct offering. The company sold 5,407,571
shares of its common stock at $6.50 per share for aggregate gross
proceeds of $35.1 million. The offering price was approximately a 7%
discount from the five-day volume weighted average price of $7.00 as
of May 18, 2007, for the company's common stock, which closed at $7.18
on May 18, 2007, the date of the offering. Participants in the
financing included several new institutional investors as well as
existing investors. The shares were offered through a prospectus
supplement pursuant to the company's effective shelf registration
statement. RBC Capital Markets acted as sole placement agent for the
transaction.

    "We are very pleased to have completed this transaction with
institutional investors demonstrating strong interest in the company,"
said Don Fowler, SumTotal's chief executive officer. "This transaction
gives us approximately $32.6 million in net proceeds, which will be
used for general corporate purposes and working capital requirements,
to potentially repay or prepay our debt, and investments and
acquisitions. The capital will strengthen our balance sheet and allow
us to continue to grow within our core learning and performance
management business and to expand into other areas of talent
management."

    About SumTotal Systems

    SumTotal Systems, Inc. (NASDAQ: SUMT) is a global provider of
talent and learning management solutions. SumTotal deploys
mission-critical solutions designed to align goals, develop skills,
assess performance, plan for succession and set compensation.
SumTotal's solutions aim to accelerate performance and profits for
more than 1,500 companies and governments of all sizes, including six
of the world's 10 biggest pharmaceutical makers, six of the 10 largest
automotive companies in the world, four of the five branches of the
U.S. Armed Forces, three of the world's top five airlines, two of the
five largest banks in the world and two of the world's top five
specialty retailers. Mountain View, Calif.-based SumTotal has offices
across Asia, Australia, Europe and North America. For more information
about SumTotal's products and services, visit www.sumtotalsystems.com.

    SumTotal and the SumTotal logo are trademarks or registered
trademarks of SumTotal Systems, Inc. and/or its affiliates in the
United States and/or other countries. Other names may be trademarks of
their respective owners.

    Safe Harbor / Forward-Looking Statements

    Information in this press release contains forward-looking
statements and management's estimation regarding future performance of
the company, including without limitation, our growth opportunities in
the learning and performance management business and other areas of
talent management. These statements are not historical facts or
guarantees of future performance or events; are based on current
expectations, estimates, beliefs, assumptions, goals and objectives;
and involve known and unknown risks, uncertainties and other factors
that may cause actual results to be materially different from the
results expressed or implied by these statements. Readers of this
press release are cautioned not to place undue reliance on any
forward-looking statement or statements. Additional factors that could
cause actual results to differ include, but are not limited to, the
failure to (i) manage our growth as expected; (ii) use the proceeds in
a manner that improves our operating results or increases stockholder
value; and (iii) other events and other important factors disclosed
previously and from time to time in SumTotal Systems' filings with the
Securities and Exchange Commission, including the company's annual
report for fiscal year 2006 on Form 10-K filed on March 16, 2007, its
quarterly report for the quarter ended March 31, 2007 on Form 10-Q
filed May 9, 2007, its Form S-3/As filed on September 28, 2006, and
October 2, 2006, and its Form 8-Ks. The forward-looking statements
contained in this release are made as of the date of this release, and
the company does not assume any obligation to update such statements
to reflect events or circumstances occurring after the date of this
release.

CONTACT: SumTotal Systems, Inc.
Press:
Bill Perry, 716-652-1762
bperry[at]sumtotalsystems.com

Investors:
Gwyn Lauber, 650-934-9594
glauber[at]sumtotalsystems.com