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Published on 9/6/2005 in the Prospect News PIPE Daily.

New Issue: TIR Systems ups private placement of convertibles to C$25 million

By Sheri Kasprzak

New York, Sept. 6 - TIR Systems Ltd. said it has increased the size of its previously announced private placement to C$25 million from C$10 million.

The convertible debentures the company is selling bear interest at 7% annually, mature in five years and three months and are convertible into common shares at C$1.30 each.

The interest rate drops to 0% if the company's stock trades above C$4.50.

The investors will receive warrants for 65 shares for each C$1,000 in principal purchased. The warrants are exercisable at C$1.50 each for five years.

The deal is expected to close in one or more tranches with the first closing scheduled for later this month.

The deal was first announced Aug. 15 as a C$10 million offering. The conversion price in the original offering had been set a C$2.00, the strike price of the warrants had been C$2.18 and the expiry of the warrants had been seven years.

So far, the company has received commitments for C$7 million.

Vancouver, B.C.-based TIR develops lighting systems using sound-based and other technologies. The proceeds will be used for working capital and general corporate purposes.

Issuer:TIR Systems Ltd.
Issue:Convertible debentures
Amount:C$25 million (maximum)
Maturity:Five years and three months
Coupon:7%
Price:Par
Yield:7%
Conversion price:C$1.30
Warrants:For 65 shares per C$1,000 in principal purchased
Warrant expiration:Five years
Warrant strike price:C$1.50
Pricing date:Aug. 15
Upsized:Sept. 6
Stock price:C$1.47 at close Aug. 15
Stock price:C$1.17 at close Sept. 6

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