Vancouver, BC, October 12, 2006--(T-Net)--Photon Control (TSX-V: PHO) announced that it has entered into an engagement agreement with M Partners Inc. and Research Capital Corporation, who have agreed to act as co-lead agents (together with Bolder Investment Partners Ltd., the "Agents") in connection with a proposed private placement to raise gross proceeds of up to $2,500,000 to be priced in the context of the market. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will be exercisable to acquire one common share of the Company for a period of 18 months.
In addition, the Company has granted the Agents an over-allotment option to offer additional units under the private placement which, if exercised prior to the closing, would raise up to an additional $500,000.
The Company has agreed to pay the Agents a commission of 8% in cash and to issue Agents' warrants to purchase that number of units equal to 8% of the total number of units sold under the private placement, excluding, in each case, subscriptions by directors and officers to a maximum of $250,000 in respect of which both commissions and Agent's warrants will be 4%. The Agents' warrants will be exercisable for a term of 24 months from the issue date and the units underlying the Agents' warrants will have the same terms as the units offered under the private placement.
The net proceeds from the proposed private placement will be used to finance ramp-up of sales in the semi-conductor industry, commercialization of oil and gas and power product technologies and provide operating capital for 2006-2007. The securities issuable under the private placement and to the Agents will be subject to a 4-month hold period from closing.
The proposed private placement is subject to regulatory approval.
Also, the Executive Chair of Photon has received notice of resignation from the Board of James Douglas McNeill, and thanks Mr. McNeill for his services.
About Photon Control Inc.
www.photon-control.com
Photon Control Inc. develops products that use light (photons) for measurement and control, using the inherent advantages of light over electricity. Photon's products offer improvements in cost, performance and safety. Photon is currently developing a range of optical meters and analyzers for industry.
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For further information
Company Contact: Lauren Blair, Investor Relations, (604) 422-8861, lblair@photon-control.com