2039043 Ontario Limited

November 28, 2007 15:21 ET

2039043 Ontario Limited Acquires Common Shares of NIR Diagnostics Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 28, 2007) - 2039043 Ontario Limited (the "Corporation") acquired ownership of 1,312,634 common shares of NIR Diagnostics Inc. (TSX VENTURE:NID) (the "Issuer") priced at $0.14 per share pursuant to a private transaction which was completed on November 27, 2007. As a result of this acquisition, the Corporation owns or controls a total of 4,312,634 common shares of the Issuer, or approximately 12.43% of the issued and outstanding common shares of the Issuer, and 3,000,000 common share purchase warrants of the Issuer. In addition, a related company to the Corporation currently owns 100,000 common shares representing 0.29% of the Issuer's outstanding common shares and has entered into a binding definitive subscription agreement to acquire a secured convertible redeemable debenture of the Issuer (the "Debenture") and 11,000,000 common share purchase warrants of the Issuer (the "Debenture Warrants"). The Debenture is convertible into 14,666,667 common shares of the Issuer. The issuance of the Debenture and the Debenture Warrants is conditional upon the receipt of disinterested shareholder approval by the shareholders of the Issuer. On a partially-diluted basis, the Corporation and the related company would own or control 52.20% of the issued and outstanding common shares of the Issuer assuming the issuance of the Debenture and the Debenture Warrants.

John H. Labatt, the President and controlling shareholder of the Corporation, has advised that the common shares of the Issuer were acquired for investment purposes and that he has a present intention to increase his indirect holdings in the Issuer through market transactions, private agreements, exercise of warrants or otherwise effected by the Corporation or a related corporations.

There are currently 34,708,560 common shares of the Issuer issued and outstanding.

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