Cantronic Systems Inc.
TSX VENTURE : CTS

Cantronic Systems Inc.

November 17, 2009 00:32 ET

Cantronic Systems Inc. Announces Private Placement of Up to $8,000,000 in Convertible Debentures and Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 17, 2009) - Cantronic Systems Inc. (TSX VENTURE:CTS) (the "Company") is pleased to announce that it has engaged Versant Partners Inc. as lead agent (the "Lead Agent") and Loewen, Ondaatje, McCutcheon Limited (collectively, the "Agents") to lead a private placement offering (the "Offering") of up to $8,000,000 in unsecured convertible debentures ("Debentures") and common shares in the capital of the Company ("Shares").

The Offering will be made on a reasonable best efforts basis and is expected to complete in two tranches, with closing for the first tranche expected to occur prior to November 30, 2009.

The Debentures will have a term of 5 years and will bear interest at 10% per annum, payable semi-annually. The Debentures are convertible in whole or in part, at the option of the Debenture holder, into Shares at $0.40 per Share. Upon maturity, the Company may repay the Debentures in cash, or at its option, in Shares by issuing that number of Shares obtained by dividing the principal amount of the Debentures by 95% of the weighted average trading price of the Shares on the TSX Venture Exchange (the "Exchange") for the 20 consecutive trading days ending five days before the maturity date. After December 15, 2011, the Company has the right, under certain circumstances, to redeem the Debentures in whole or in part.

The issue price for the Shares will be in the context of the market.

Net proceeds of the Offering will be used for working capital and for general corporate purposes.

Closing of the Offering is subject to a number of conditions, including the approval of the Exchange.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to a U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements.

About Cantronic

Cantronic manufactures, distributes, and provides training and services in the fields of infrared vision and video security surveillance technologies, specializing in passive and active infrared cameras, infrared illuminators, low light infrared sensitive CCD cameras and long-range night vision surveillance systems for homeland security and surveillance applications.

Cantronic holds a valid medical device manufacturing license and is a manufacturer and distributor of its fever scan thermal imaging camera systems which have been widely deployed in public facilities such as airports since 2003 as well as during the swine (H1N1) Flu pandemic in 2009. Cantronic, through its US subsidiary QWIP Technologies, Inc. ("QWIPTECH"), holds a worldwide, exclusive license from the California Institute of Technology ("Caltech") to produce and sell infrared detectors and sensors based on Caltech's Quantum Well Infrared Photodetector technology. Cantronic, through its China subsidiaries Cantronic Security Systems (China) Co. Ltd., Beijing Advanced Videoinfo Technology Co. Ltd. ("AVINFO") and Shenzhen Huanghe Digital Technology Co. Ltd. ("Yellow River"), provides digital networked video surveillance solutions to government and corporate customers in China.

Cantronic is a Tier 1 issuer on the Exchange, trading under the symbol CTS. For further information about Cantronic and QWIPTECH, please visit our websites at www.cantronics.com and www.qwip.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information