Vancouver, BC, December 8, 2005--(T-Net)--Photon Control Inc. has announced that the previously announced private placement of up to 6.67 million units at $0.45 per unit to raise up to $3.0 million has been increased to accommodate additional substantial institutional interest. In addition, M Partners Inc. has agreed to act as co-lead agent with Fraser Mackenzie Limited (together, the "Agents") in connection with the private placement.
The size of the offering has been increased by 50% to raise gross proceeds of up to $4.5 million by issue of a total of up to 11,250,000 units at $0.40 per unit. Each unit will consist of one common share of the Company and one-half of a common share purchase warrant. Each whole warrant will be exercisable to acquire one common share of the Company at $0.55 for a period of 18 months from the issue date. In addition, the Company has granted the Agents a 30 day over-allotment option to cover an additional 1,250,000 units to be offered under the private placement which, if exercised, would raise up to an additional $500,000.
Robert Blair, CEO of the Company, said of the decision to increase the size of the transaction, "We are accommodating new institutional interest in the Company arising from a successful round of introductions. The increased exposure to and the enhancement of the shareholder base with the participants in this round of financing were key objectives of ours early on in the deal."
The Company has agreed to pay the Agents a commission of 9% 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. The Agents' warrants will be exercisable at $0.40 per unit for a term of 18 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 the Company's operational and development plans and provide operating capital for 2005-2006. 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.
About Photon Control Inc.
-------------------------
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.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents herein.
For further information
Company Contact: Lauren Blair, Investor Relations, (604) 422-8861, lblair@photon-control.com