Optimal Geomatics Inc.
TSX VENTURE : OPG

Optimal Geomatics Inc.

November 10, 2005 17:24 ET

Pi Capital Corp to Bridge Finance Optimal Geomatics' Acquisition of the Business of MD Atlantic Technologies, Inc.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 10, 2005) - Optimal Geomatics Inc., (TSX VENTURE:OPG) ("Optimal") a geomatics service and software provider to the power line and pipeline utility sector, announced in a November 9, 2005 news release entitled, Optimal Geomatics to Acquire MD Atlantic Technologies, Inc. Business for US$5.1 million, that the company has entered into an agreement with MacDonald, Dettwiler and Associates Corp. ("MDA") and its subsidiary MD Atlantic Technologies, Inc. ("ATI") to purchase certain non-core LiDAR assets at a purchase price of US$5.1 million, subject to adjustments.

Financing for the acquisition is being provided by a 15 month US$3.0 million note payable to ATI, a CDN$2.0 million bridge loan provided by a private company owned by Greg Peet, a Director of Optimal, and from available cash.

Pi Capital Corp. will provide Optimal with a 30 day bridge loan of CDN$2.0 million convertible into a term bridge loan if required. The 30 day bridge loan conditions entail a commitment fee of 1% and interest at a rate of 1% per month; whereas, the term bridge loan, if drawn upon, will include a commitment fee of 1% and bear interest at 1% per month until March 31, 2006 and 1.5% thereafter. The term bridge loan will be due December 29, 2006. The term bridge loan will also include 250,000 common share warrants or options priced at market and a further 250,000 common share options at market on April 1, 2006 pro-rated if any portion of the loan has been repaid. The 30 day bridge loan and, if drawn, the term bridge loan will be secured by a pledge of the assets of Optimal.

Optimal Geomatics specializes in providing highly accurate geomatic services and software to a customer-base, which is primarily composed of Electric power line and Gas pipeline utilities. Geomatics is best described as the acquisition, storage, management, retrieval, manipulation, and distribution of spatial or geographically referenced data. Optimal employs a number of acquisition systems, including its proprietary technology, for aerial data acquisition, and applies innovative technology, techniques, and expertise for in-house processing. The Company's unique mapping products and services help utilities reduce cost, improve efficiency, and better-manage their assets by turning raw data into highly valuable geospatial information and engineering reports. Optimal's customers include many of the major utilities across North America and the United Kingdom.

This document may contain forward-looking statements. These statements present management's expectations, beliefs, plans, and objectives regarding future events and conditions and, as such, involve inherent risks and uncertainties. Actual results could be significantly different from those projected.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this new release.

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