SOURCE: OptiCon Systems, Inc.

June 09, 2009 08:30 ET

OptiCon (OPCN) to Spin-Off PowerCon Energy Systems Into Separate Company

PowerCon to Become Wholly Owned Subsidiary

ST. PETERSBURG, FL--(Marketwire - June 9, 2009) - OptiCon Systems, Inc. (OTCBB: OPCN), a leading global provider of communications and telecommunications software for Wireline, Wireless and fiber optics, announced today that the board of directors has approved the Company's division, PowerCon Energy Systems, to be spun-off into a separate company as a wholly owned subsidiary, immediately.

This transition from a business unit into a wholly owned subsidiary will be the first step into spinning off PowerCon Energy Systems into a public company. For clarifications, this is the complete process:

1 -- PowerCon transforms from a business unit into a wholly owned subsidiary by establishing it as a separate company; with distinct operations including management team and accounting system.

2 -- PowerCon, as a wholly owned subsidiary, could then be spun-off as a public company with the approval of the majority shareholders and the board of directors.

3 -- After approval, the Company will then establish the record date for determining the record holders of Company common stock for purposes of receiving the pro rata "spin-off" distribution (the "Spin-Off") of the Company's interest in PowerCon Energy Systems to all of the Company's shareholders, as of such date.

According to the new United Nations Environment Program Report, in 2007, the government's support for renewable energy is growing rapidly as well. At least 48 countries now have some type of renewable energy promotion policy, including 14 developing countries. Most targets are for shares of electricity production, typically 5 percent to30 percent, by 2010-2012. The same report finds that investors raised over $148 billion, a 60 percent increase over 2006 for renewable and alternative energy projects. Moreover, despite market downturns from the credit crisis, investments into clean energy have continued to remain strong during the first half of 2008.

Sam Talari, acting CEO of the Company, indicated as follows:

"We are pleased to announce this initial stage of spinning-off of PowerCon from a business unit into a wholly owned subsidiary of the Company by establishing it as a separate entity. This initial process will allow us to move to the second stage and spin-off PowerCon as a public company to unlock shareholder value. We believe current market need for energy related enterprise software in this high flying 'Green' market coupled with the government's and private sector's support for renewable energy, will make this move very attractive not only to our customers but also to the investor community. "

About OptiCon Systems

OptiCon Systems, Inc. provides Wireline, Wireless and fiber optics network management solutions offering proprietary state-of-the-art software, professional services and integrated systems. OptiCon Systems have been in use by companies seeking the best solution in managing their networks for the past 10 years. The company's software solutions automate all aspects of the physical and logical layer management, fault detection and delivery of information. The scalability of the software systems permits the Company to target large communications and telecom companies servicing millions of global customers to medium-sized companies managing a single facility. Besides OptiCon Network Manager (ONMS), the company will soon offer PowerCon Energy Systems (PES) that is designed to manage large power networks and facilities for power and alternative energy companies globally. The PES/ONMS isolates (power/fiber) cable cuts, breaks, and faults, and service degradation and other power and optical events to within plus or minus five feet of the event, and produces a global positioning system location for the outage to an approximate five foot section of cable.

For more information, please visit www.opticonsystemsinc.com.

Forward-Looking Statements

This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.

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