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Published on 12/5/2008 in the Prospect News PIPE Daily.

New Issue: Adeptron wraps C$1.5 million loan financing with RH Global

By Jennifer Chiou

New York, Dec. 5 - Adeptron Technologies Corp. said it closed a C$1.5 million subordinated loan financing with RH Global Technologies Ltd.

The subordinated loan matures on Nov. 30, 2010 and carries an interest rate of the Toronto-Dominion Bank prime rate plus 200 basis points, payable at maturity.

As a part of the transaction, Adeptron will issue 18.75 million warrants, which represents about 19% of the company's outstanding shares.

Each warrant entitles the holder to purchase one common share for $0.08 apiece for three years.

Under exchange rules, the financing generally requires approval of more than 10% of shareholders. The company, however, said it has seen an increase in its sales and a consequent increase in inventory levels, which has put a strain on working capital, creating some financial difficulty.

Adeptron noted that this transaction is designed to improve its financial situation and it is relying on the exemption from shareholder approval.

RH Global holds 60 million Adeptron common shares, which represents about 62% of outstanding shares, and if each of the warrants is exercised, it will hold 78.75 million common shares for about 68% of the outstanding amount. Adeptron said that this will not affect control of the company.

Proceeds will be used for working capital to support new customer program wins.

Adeptron, based in Markham, Ont., manufactures printed circuit boards used in electronic equipment.

Issuer:Adeptron Technologies Corp.
Issue:Subordinated loan financing
Maturity:Nov. 30, 2010
Interest:Toronto-Dominion Bank prime rate plus 200 bps, payable at maturity
Warrants:18.75 million
Warrant exercise price:$0.08 per share
Warrant expiration:Three years
Investor:R.H. Global Technologies Ltd.
Pricing date:Dec. 5
Stock symbol:Toronto: ATQ
Stock price: C$0.05 at close Dec. 5
Market capitalization:C$5.8 million

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