Victoria, BC - October 2, 2003 - Carmanah Technologies Corporation (TSX VE: CMH) is pleased to announce that, pursuant to the agreement dated June 24, 2003, the Company has completed the acquisition of all of the issued and outstanding securities of AVVA Technologies Inc. (AVVA).
"As part of our business strategy, we have been clear that we wish to add expanded technical expertise and enhanced route to market through appropriate acquisitions or alliances", states CEO of Carmanah, Mr. Art Aylesworth. "AVVA meets both of these criteria, plus offers the added benefit of increased manufacturing in the area of LED edge lit lighting products. The edge lighting expertise of AVVA and their early in-roads into the North American highways markets are complimentary to the objectives and opportunities in front of us at Carmanah. Light emitting diodes are creating a paradigm shift in the lighting industry, and the combined entity resulting from this acquisition will further entrench Carmanah as the world leader in this market space. We expect to see faster time to market for new products and look forward to the expanded core competencies and production capacities."
At a September 29, 2003 shareholders' meeting, a special resolution was passed by the shareholders of AVVA approving the amalgamation of AVVA with 1057614 Alberta Ltd., a wholly owned subsidiary of Carmanah. The amalgamation was subsequently effected on October 1, 2003. Pursuant to the terms of the amalgamation agreement signed among the parties, former shareholders of AVVA are entitled to 1 common share of Carmanah for every 8 AVVA shares held on the effective date. Common share purchase warrants and options outstanding in AVVA as at the effective date are also being exchanged on an 8 for 1 ratio into common share purchase warrants and options of Carmanah, respectively.
As a result of the amalgamation, Carmanah will issue approximately 3,055,484 common shares to former shareholders of AVVA. In addition, Carmanah has reserved an aggregate of 116,797 common shares pursuant to the exercise of warrants and 507,813 common shares pursuant to the exercise of stock options granted in conjunction with the amalgamation.
Concurrent with the closing of the acquisition, Mr. Mark Komonoski (formerly AVVA CEO) has been appointed as Manager, Investor Relations and a director of Carmanah. Mr. Thomas Charlton will continue in his role as President of AVVA following the amalgamation.
The acquisition of AVVA has also received regulatory approval from the TSX Venture Exchange.
AVVA designs, manufactures and distributes the world's finest, energy-efficient, illuminated sign products for corporate identity, point-of-purchase sales, architectural and signage applications. The shares of AVVA were publicly traded on the TSX Venture Exchange under the symbol "AVY".
Carmanah is an award winning alternative energy manufacturer specializing in patented solar-powered LED lighting solutions for the roadway, marine, aviation, transit, railway and mining markets. The company currently has more than 70,000 units installed in 110 countries. The shares of Carmanah Technologies Corporation (parent company) are publicly traded on the TSX Venture Exchange under the symbol "CMH" and on the Berlin and Frankfurt Stock Exchanges under the symbol "QCX". For more information, please visit www.carmanah.com.
On Behalf of the Board of Directors
Carmanah Technologies Corporation
Praveen Varshney, Director
For further information, please contact.
Mr. David Davies
Telephone: (250) 382-4332
Corporate and Investor Contact:
Mr. Praveen Varshney, Director
Telephone: (604) 629-0264
This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are described under the caption "Note Regarding Forward-looking Statements" and "Key Information - Risk Factors" and elsewhere in our Annual Report for the fiscal year ended December 31, 2002, as filed with the U.S. Securities and Exchange Commission and which are incorporated herein by reference. These risks and uncertainties are also described under the caption "Risk Factors" in our Annual Information Form dated December 31, 2002, as filed with the British Columbia Securities Commission and which are incorporated herein by reference. We do not assume any obligation to update the forward-looking information contained in this press release.