Manaris Corporation
OTC Bulletin Board : MANS
FRANKFURT : WKN:255471

Manaris Corporation

August 23, 2006 07:00 ET

Manaris Corporation Completes $3.6 Million Private Placement

MONTREAL, CANADA--(CCNMatthews - Aug. 23, 2006) - Manaris Corporation (OTCBB:MANS) (FRANKFURT WKN:255471) is pleased to announce that it has concluded a private placement with accredited and institutional investors for aggregate gross proceeds of approximately $3.6 million. Of this amount, approximately $2.1 million was disbursed at closing, while the remaining $1.5 million will be disbursed upon effectiveness of the Company's registration statement. Midtown Partners & Co., LLC acted as the placement agent in this transaction.

Pursuant to the private placement, the Company entered into a Note and Warrant Purchase Agreement providing for the sale by the Company of Series B Subordinated Secured Convertible Notes. The notes are convertible by the investors into shares of common stock at a fixed conversion price of $.42, subject to a conversion price reset of $.35. The Company's obligations under the Purchase Agreements and the Notes are secured by substantially all of the assets of the Company. The Company also issued four year warrants to purchase shares of the Company's common stock in an amount equal to 40% of the number of common shares underlying the Series B Notes.

The proceeds from the private placement are expected to be used to fund the Company's strategic growth initiatives and for general corporate purposes. John Fraser, President and CEO of Manaris Corporation commented: "As discussed during our first investor day on June 5 of this year, our short-term goals are to continue to focus on the growth of our core businesses - C-Chip Technologies and Avensys - while cutting costs and realizing economies of scale within our group of companies."

About Manaris Corporation

Manaris Corporation, through its two wholly-owned subsidiaries, offers risk mitigation solutions. C-Chip Technologies (North America) specializes in the high-tech sector of the security industry, offering technology that allows business users to efficiently access, control, manage and monitor remote assets at low costs. Avensys enables businesses to monitor different types of environments, including air, soil and water, as well as buildings and materials. Avensys also produces fiber optic components and sensors. For more information please visit www.manariscorp.com.

About Midtown Partners & Co., LLC

Originally founded in May 2000, Midtown Partners & Co., LLC is an investment bank focused on private placement investment banking opportunities. The Investment Banking Group at Midtown Partners & Co., LLC was founded on the premise that client relationships and industry focus are keys to the success of emerging growth companies. Such companies require investment banking services from a firm with a unique understanding of the marketplace and the nature of smaller transactions. Additional information can be found at www.midtownpartners.com.

Forward-Looking Statements

Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. These risks and uncertainties are described in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectations.

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