Avcorp Announces Change in Terms of Private Placement

Deal Amount:
$3Million

Vancouver, BC, October 26, 2005--VANCOUVER: Avcorp Industries Inc. (AVP on the Toronto Stock Exchange) today announced changes in the terms of a non-brokered Private Placement announced on August 29, 2005. Gross proceeds of up to $3,375,000 will be raised at a price of $0.90 per unit, for a total of 3,750,000 units.

Each unit of the Private Placement will consist of one common share and one-half non-transferable share purchase warrant. One share purchase warrant will entitle the holder thereof to purchase one common share of the Company at $1.00 per share for a 12-month period, from the closing date. The proceeds of the financing will be used for general working capital purposes. Certain Insiders, Directors and Officers may subscribe for a portion of this placement. The financing is subject to regulatory approval.

In accordance with Toronto Stock Exchange (TSX) policy, this placement requires the approval of a majority of the holders of the voting shares of Avcorp to be obtained at a shareholders meeting. In certain circumstances, the TSX permits shareholder approval to be obtained by written consent, and not at a meeting. The TSX has allowed Avcorp to proceed by way of written majority consent.

About Avcorp

Avcorp Industries Inc. designs and builds major airframe structures for some of the world’s most respected aircraft companies, including Bombardier, Boeing and Cessna. With over 40 years of experience, more than 600 skilled employees and a 300,000 square foot facility near Vancouver, Canada, the company’s depth and breadth of capabilities are unique in the aerospace industry for a company of its size. Avcorp is a Canadian public company traded on the Toronto Stock Exchange. More information is available at www.avcorp.com.

PAUL KALIL
PRESIDENT

Contact: Sheryl Brecknell, Investor Relations 604-587-4921

Forward-Looking Statements

This release should be read in conjunction with the Company’s unaudited financial statements contained in the Company’s Annual Report and with the quarterly financial statements and accompanying notes filed with Sedar (www.sedar.com).

Certain statements in this release and other oral and written statements made by the Company from time to time are forward-looking statements, including those that discuss strategies, goals, outlook or other non-historical matters; or projected revenues, income, returns or other financial measures. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the extent to which the Company is able to achieve savings from its restructuring plans; (b) uncertainty in estimating the amount and timing of restructuring charges and related costs; (c) changes in worldwide economic and political conditions that impact interest and foreign exchange rates; (d) the occurrence of work stoppages and strikes at key facilities of the Company or the Company’s customers or suppliers; (e) government funding and program approvals affecting products being developed or sold under government programs; (f) cost and delivery performance under various program and development contracts; (g) the adequacy of cost estimates for various customer care programs including servicing warranties; (h) the ability to control costs and successful implementation of various cost reduction programs; (i) the timing of certifications of new aircraft products; (j) the occurrence of further downturns in customer markets to which the Company products are sold or supplied or where the Company offers financing; (k) changes in aircraft delivery schedules or cancellation of orders; (l) the Company’s ability to offset, through cost reductions, raw material price increases and pricing pressure brought by original equipment manufacturer customers; (m) the availability and cost of insurance; (o) the Company’s ability to maintain portfolio credit quality; (p) the Company’s access to debt financing at competitive rates; and (q) uncertainty in estimating contingent liabilities and establishing reserves tailored to address such contingencies.