TIR Systems Ltd.

TIR Systems Ltd.

September 06, 2005 09:28 ET

TIR Systems Increases Size of Financing and Modifies Terms; $7M Firm Commitments Received

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Sept. 6, 2005) -


TIR Systems Ltd. (TSX:TIR), a world leader in light enabling technology, reports an increase in the amount and modification of terms for the convertible debenture previously announced on August 15, 2005.

In response to institutional investor interest supporting a more aggressive and accelerated business plan directed toward attempting to ensure faster market adoption of TIR's Solid State Lighting Lexel™ technology as the new standard for general lighting. The Company is increasing the size of the financing to include the participation of existing shareholders and institutional investors. The financing will be up to a maximum of $25 million, with an allowance for over subscription. To date, firm commitments of approximately $7 million have been accepted by the Company, subject only to the completion of closing documentation, plus regulatory and shareholder approvals as required.

The financial terms of the issue have been modified to reflect current market conditions. The debenture will be convertible to common shares at a price of $1.30 for the full term of the debt. Warrant coverage has been increased to include the right to purchase 200 common shares of the Company for a period of 3 years at a price of $1.50 per share for each one thousand principal amount of debentures purchased. The debenture will bear an interest rate of 7%, subject to reduction depending on the quarterly trading price of the Company's common shares. If the Company's common shares trades 225% above the conversion price, the rate will be nil.

It is anticipated that the closing of the offering will occur in one or more closings, with the initial closing scheduled for September.

About TIR Systems Ltd.

TIR Systems Ltd., a world leader in delivering specialty lighting systems, is building the foundations for tomorrow's lighting. Through sound innovation and proven technical capability, TIR is developing, designing and marketing the core technologies that will allow Solid State Lighting (SSL) to move to the forefront of mainstream lighting.

This News Release does not constitute an offer to sell or a solicitation of an offer to buy any of the debentures or warrants for sale in the United States or to U.S. Persons. The debentures, warrants and common shares issuable upon conversion of the debentures or exercise of the warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act) or any other US State securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

This News Release is published as a matter of record only and does not constitute an offer to sell or a solicitation of an offer to buy any of the common shares, nor shall there be any sale of these shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

This News Release contains forward-looking statements concerning the anticipated financing and its expected impact on the Company's business. Forward-looking statements are statements about the future and include, but are not limited to, our expectations that the offering will be successful, the gross proceeds of the offering and our expectations as to the use of proceeds from the offering. Such statements are inherently uncertain, and the actual events or results could be materially different than those anticipated in those forward-looking statements as a result of numerous factors, including without limitation, our ability to negotiate commercially acceptable financial terms for the offering; the completion of any negotiated financing will be subject to customary closing conditions, and the concomitant risk that the offering may not be successfully completed consistent with the terms outlined above, or at all; the Company's need for additional future capital, which may not be available in a timely manner, or at all; as well the other risks and uncertainties affecting the Company and its business, as contained in the Company's most recent Annual Information Form and other subsequent news releases and filings with the Canadian Securities Regulatory Authorities, any of which could cause actual events or results to vary materially from the Company's expectations. Forward-looking statements are based on the beliefs, opinions and expectations of the Company's management at the time they are made, and the Company does not assume any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances should change.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.

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