Inventronics Limited

February 18, 2009 17:49 ET

Inventronics Announces Change of Control and Reconstitution of Board of Directors

CALGARY, ALBERTA--(Marketwire - Feb. 18, 2009) - Inventronics Limited ("Inventronics" or the "Corporation") (TSX VENTURE:IVX) announces that 1437891 Alberta Ltd. (the "Purchaser") has purchased a controlling interest in the Corporation. In addition, the Corporation is also announcing that concurrently with the acquisition of control the Board of Directors of the Corporation has being reconstituted.

Change of Control

The Purchaser purchased from the previous controlling shareholders of Inventronics (collectively, the "Vendors") 3,020,000 common shares ("Inventronics Shares") of Inventronics. The Inventronics Shares were purchased pursuant to a share purchase agreement between the Purchaser and the Vendors at a purchase price of $0.02 per share for total consideration of $60,400. The Inventronics Shares acquired by the Purchaser represent approximately 69% of the total issued and outstanding Inventronics Shares.

The Purchaser is a corporation incorporated pursuant to the provisions of the Business Corporations Act (Alberta). The directors, officers and shareholders of the Purchaser are all members of management of Inventronics (the "Management Group"). The following table sets out the names, municipalities of residence, positions and offices with Inventronics, the number of common shares of the Purchaser owned, controlled or directed and the number of Inventronics Shares owned, controlled or directed (other than the shares held indirectly through the Purchaser) of each member of the Management Group:

Shares of the Inventronics
Purchaser Shares
Beneficially Beneficially
Name and Owned, Owned,
Municipality Position and Office Controlled or Controlled or
of Residence with Inventronics Directed Directed(1)

Dan J. Stearne President, Chief 100 Common Shares 55,000
Calgary, Alberta Executive Officer (25%) (1.2%)
and a Director

W. Garth Wilson Senior Manager, 100 Common Shares Nil
Brandon, Manitoba Business and Finance (25%) Nil%

Tracy L. Dobson Operations Manager 100 Common Shares Nil
Brandon, Manitoba (25%) Nil%

Daniel C.Y. O'Greysik Accounts Manager 100 Common Shares Nil
Brandon, Manitoba (25%) Nil%

(1) The number of Inventronics Shares and respective percentages does not
include Inventronics Shares beneficially owned through such individual's
ownership of common shares of the Purchaser.

As a group, the members of the Management Group together with the Purchaser beneficially own or control, directly or indirectly, 3,075,000 Inventronics Shares, or approximately 70% of the issued and outstanding Inventronics Shares.

The purpose of the proposed acquisition is for investment purposes and the Purchaser, or members of the Management Group, may acquire, directly or indirectly, additional securities of Inventronics from time to time depending on market conditions.

The transaction is exempt from the prospectus and registration requirements of applicable securities laws pursuant to Section 2.16 of National Instrument 45-106 - Prospectus and Registration Exemptions as the acquisition is considered a take over bid as defined in applicable securities laws. The transaction was exempt from the requirements for a formal take over bid under Section 4.2 of Multilateral Instrument 62 104 - Take Over Bids and Issuer Bids ("MI 62 104") as the conditions as set out in Section 4.2 of MI 62-104 were satisfied.

Reconstitution of Board of Directors

Concurrently with the completion of the transaction described above, Donald R. Steele and Mitchell J. Taylor resigned as directors of the Corporation.

To fill the vacancies left by the resignations of Mr. Steele and Mr. Taylor, in addition to the resignation of Paul Kalil on February 11, 2009, W. Garth Wilson, Tracy L. Dobson and Daniel C.Y. O'Greysik have been appointed to serve as directors of the Corporation. In addition, Mr. Wilson has been appointed as the Chief Financial Officer of Inventronics. Mr. Wilson is a chartered accountant and has been with Inventronics since February 2008. He was previously employed by Agricore United. Ms. Dobson is responsible for operations at Inventronics' Brandon manufacturing facility and has been with Inventronics since 2000. Mr. O'Greysik has been employed by Inventronics for 14 years. He has held a number of positions and is currently in charge of sales and marketing for the Corporation.


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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