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Client Work

Microtec Enterprises plan of arrangement completed

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Confidential Client

On June 21, 2005, Microtec Enterprises Inc. (TSX:EMI) and First National Alarmcap Income Fund ("AlarmCap") announced that Microtec's shareholders had approved the Plan of Arrangement proposed under the Companies Act (Quebec) at the special meeting held June 16, 2005. On the following day, Microtec obtained the final Court Order issued by the Superior Court of Quebec approving the Plan of Arrangement. The Plan of Arrangement called for the conversion of each issued and outstanding share of Microtec into one common share of Microtec, exchangeable for 0.2501202 of an AlarmCap Unit. The exchange ratio was determined on the value basis of $2.50 per AlarmCap Unit, an amount paid by the accredited investors who subscribed to an aggregate amount of $37,000,000 in equity of AlarmCap. Microtec's common shares were exchanged for AlarmCap Units on June 21 and Microtec is now a wholly owned subsidiary of AlarmCap. Microtec was advised in this transaction by a team from Fasken Martineau that included, among others, Robert Paré, Peter Villani, Frédéric Boucher, and Gabriel Castiglio (securities); Alain Riendeau and Marianne Messier (insolvency); and Angela Onesi and Chloé Archambault (banking).



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