Carmanah Technologies: Acquisition of Spot Devices

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VICTORIA, British Columbia - Carmanah Technologies announced a definitive agreement to acquire the assets of Spot Devices, Inc., (“Spot Devices”) a Nevada, USA-based manufacturer of pedestrian and school zone safety systems. Spot Devices is a market leader in the traffic signaling industry and, together with Cirrus Systems, LLC, a related company, an innovator of System Infrastructure Management Application ("SIMA") technology. Included in the transaction is a license agreement for the exclusive use of SIMA for public roadway applications. The acquisition gains Carmanah dominant market share in the crosswalk and school zone arena, offers a significant pipeline of both AC and solar-powered signaling products, and delivers a high value remote management capability unique in the industry.

Under the terms of the definitive agreements, Carmanah will:

    Acquire selected assets of Spot Devices, including traffic products for public roadways and technology rights and inventory and equipment, established pipeline and revenue stream;
    Under license from Cirrus Systems, LLC, gain worldwide, royalty-free right to the SIMA software platform, firmware license, trademark and appointment of the software for an initial six-year term and renewable thereafter.

Terms of the transaction include the issuance of 2.2 million Carmanah shares to Spot Devices at a value of $0.45 CAD per share(approximately $1 million CAD) plus conditional cash payments pursuant to a two-year cash earn-out where Spot Devices is paid 12.5% of any revenues in excess of agreed amounts.

All elements of the transaction remain subject to approval of the TSX. The acquisition of the Spot Devices assets and license of the SIMA platform are both expected to close by early December 2012 but no later than January 4th, 2013. Carmanah and Spot Devices have agreed to form a Traffic Signaling Advisory Committee to ensure an orderly transition of the businesses as well as guide strategic growth. The Chief Executive Officers of both companies, Carmanah and Spot Devices, amongst others, are members of the Committee.

"Carmanah’s decision to re-engage in the traffic business early this year made this strategic acquisition opportunity well-timed.” Bruce Cousins, Carmanah CEO, comments. “With the launch of the Carmanah solar-powered RRFB [Rectangular Rapid Flashing Beacon] in June, combined with Spot Devices’ arguable leadership in the RRFB space and the company’s pipeline for AC and solar-powered products, Carmanah is in a powerful position as market share leader in the crosswalk and school zone warning system space. We believe that this transaction and access to the SIMA platform are immediately accretive and will provide an important source of future growth for our business, as we answer the need for online, remote system control."

“Spot Devices looks forward to contributing its hardware and software capabilities to the Carmanah brand,” said Dean McKay, CEO of Spot Devices. “The combination of our offerings will provide customers with a suite of best-of-breed products unrivaled in the pedestrian traffic safety industry. Furthermore, through the integration of the SIMA platform with Carmanah’s traffic products our customers will receive seamless customer service and support.”

About Carmanah Technologies Corporation

As one of the most trusted names in solar technology, Carmanah has earned a reputation for delivering strong and effective products for transportation applications worldwide. Industry proven to perform reliably in some of the world's harshest environments, Carmanah solar LED lights and solar power systems provide a durable, dependable and cost effective energy alternative. Carmanah is a publicly traded company, with common shares listed on the Toronto Stock Exchange under the symbol "CMH”. For more information, visit carmanah.com.

About Spot Devices

With a reputation for quality products and excellent customer service, Spot Devices has been helping pedestrians and motorists arrive safely since 2004. Known for its bright crosswalk, school zone and traffic safety systems, Spot Devices streamlines maintenance by allowing customers to remotely manage and monitor equipment from any web-enabled device using the System Infrastructure Management Application or SIMA. Spot Devices is based in Sparks, Nevada and is a privately held company. For more information, visit spotdevices.com.

About Cirrus Systems, LLC

Cirrus Systems helps customers achieve their productivity and performance goals by connecting devices, data and people in the cloud – generating enterprise-wide management capabilities and creating value through improved decision making. Building on a proven platform that employs standards-based protocols, Cirrus Systems designs, builds and scales an array of systems providing businesses with vital information that is on time, and on demand. Cirrus Systems, LLC is a private company headquartered in Sparks, Nevada. For more information, visit cirrussystemsllc.com.

Contact:
Carmanah Technologies
Investors:
Investor Relations: Roland Sartorius (CFO)
Toll-Free: 1.877.722.8877
investors@carmanah.com
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