CRS Electronics
TSX VENTURE : LED

CRS Electronics

June 08, 2012 18:22 ET

CRS Electronics and CJL Holding Inc. Announce Closing of $8.9 Million Private Placement

TORONTO, ONTARIO--(Marketwire - June 8, 2012) -

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CRS Electronics Inc. ("CRS" or the "Company"), (TSX VENTURE:LED), a developer and manufacturer of LED lighting, is pleased to announce that the proposed private placement (the "Private Placement") by the Company to CJL Holding Inc. (the "Investor"), which closed in escrow on May 24, 2012 has closed upon receipt of final approval by the TSX Venture Exchange.

The Company has issued 30,400,548 common shares (the "Shares") of the Company to the Investor. The Shares are subject to a statutory hold period of four months which expires on October 9, 2012. Upon closing, Mr. Chang Jiang Wu and Mrs. Lian Wu were appointed to the board of directors of the Company and Mr. Wu was appointed the Executive Chairman of the Company. Al Hussey and Paul Haber have stepped down as directors of the Company but continue as officers of the Company. Additionally, once TSX Venture Exchange approval has been obtained for Ms. Jennifer Yan Li, CRS will immediately appoint her as Chief Administrative Officer of CRS.

As a result of the Private Placement, the Investor owns approximately 42.7% of the issued and outstanding common shares of the Company. The Shares were acquired by the Investor for investment purposes and the Investor and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of common shares of the Company or other securities of CRS whether in the open market, by privately negotiated agreement or otherwise.

The Company has also issued 2,389,167 common share purchase warrants (the "Warrants") to Parklea Capital Inc. ("Parklea") as compensation for Parklea acting as special advisor to the Chief Executive Officer and the Board of Directors of the Company. The Warrants and the common shares issued upon the conversion of the Warrants are subject to a four month hold period expiring on October 9, 2012. The Warrants are convertible into common shares of the Company at a price of $0.2921 per common share for a period of 5 years from the date of issue.

About CRS

CRS Electronics Inc., a Lighting Facts partner, is a leader in the emerging, rapidly-growing market of high efficiency light-emitting-diode ("LED"), or, solid state lighting ("SSL"). The principal activities of CRS include the development, manufacture and sale, primarily in North America, of indoor lighting such as LED replacement lamps, exterior LED warning lights on school buses, child safety systems for school buses and contract manufacturing of LED circuit boards. CRS plans to be a major supplier of LED lighting solutions for a variety of applications to be developed by CRS on its own and in conjunction with its customers.

About CJL Holding Inc.

The registered office of CJL Holding Inc. is Brookfield Place, 181 Bay Street, Suite 1800, Box 754, Toronto ON M5J 2T9. A copy of the report relating to this acquisition can be obtained from Jennifer Yan Li 647-729-6193 or on CRS's profile at www.SEDAR.com.

Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws which can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other CRS filings, and include the receipt of the approval of the TSX Venture Exchange with respect to Ms. Jennifer Yan Li. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other CRS filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, CRS does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.

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

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