Thermal Energy Announces the Adoption of a Shareholder Rights Plan

OTTAWA, Sept. 28, 2012 /CNW/ - Thermal Energy International Inc. (TSXV: TMG), a leading provider of custom energy and emission reduction technologies for energy intensive industries worldwide, announced today that the board of directors of the Company has adopted a shareholder Rights Plan, effective September 28, 2012 (the "Rights Plan"). The objective of the Rights Plan is to ensure, to the extent possible, that share value is maximized and that all shareholders of the Company are treated equally and fairly in connection with any initiative to acquire control of the Company.

The Rights Plan is not intended to and will not prevent a take-over of the Company. The Rights Plan is based on industry standard terms which are compliant with guidelines published by leading corporate governance organizations for shareholder rights plans for TSX Venture Exchange listed issuers.

The purpose of the Rights Plan is to encourage a potential bidder to make a "Permitted Bid", having terms and conditions designed to meet the objectives of the Rights Plan, or to negotiate the terms of an offer with the Company. A Permitted Bid is a take-over bid that is made to all holders of voting shares of the Company (other than the bidder) for all of the voting shares held by them, by way of a take-over bid circular prepared in compliance with applicable securities laws, that remains open for acceptance by shareholders of the Company for 60 days (or such shorter period of time as may be approved by the board of directors of the Company from time to time), and that satisfies certain other conditions.

The Rights Plan is subject to approval by the TSX Venture Exchange and will be presented for ratification by the shareholders of the Company at its next annual meeting, scheduled for October 25, 2012.

The Company is not aware of any specific take-over bid for the Company that has been made or is contemplated.

A complete copy of the Rights Plan is available upon request and will be filed by the Company at www.SEDAR.com. Shareholders wishing to receive a copy of the Rights Plan should make their request to the Company at its principal office at 36 Bentley Avenue, First Floor, Ottawa, Ontario, K2E 6T8, by facsimile to the Company at (613) 723-7286 or by e-mail to bill.crossland@thermalenergy.com.

About Thermal Energy International Inc.

Thermal Energy International Inc. is an innovative cleantech company providing a variety of proprietary and proven energy efficiency, emission reduction, water efficiency, and bioenergy products and solutions to the industrial, commercial and institutional markets worldwide. Thermal Energy is also a fully accredited professional engineering firm, and can offer advanced process and applications engineering services. By providing a unique mix of proprietary products together with process, energy, environmental, and financial expertise Thermal Energy is able to deliver significant financial and environmental benefits to its customers.

Thermal Energy's products include; GEM® - Steam traps and condensate return systems, FLU-ACE® - Direct contact condensing heat recovery, and Dry RexTM - Low temperature biomass drying systems. These award winning products are effective in a wide variety of industries and application and have an excellent track record of longevity, proven reliability and performance providing significant energy savings, reduced GHG emissions, improved water efficiency, lower maintenance costs, improved product quality and increased production efficiency.

Thermal Energy International Inc. has offices in Ottawa, Canada as well as Bristol, UK, United States, Italy and China. To find out more about Thermal Energy International Inc. (TSXV: TMG), visit our website at http://www.thermalenergy.com.

This press release contains forward-looking statements relating to, and amongst other things, based on management's expectations, estimates and projections with respect to the anticipated receipt of funding based on ISTP approval, results and timing of research, the anticipated effectiveness of the Company's products and services and the revenues to be received by the Company from the project described. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, some of which are outside of the Company's control, could cause events and results to differ materially from those stated. The Company disclaims any obligation to publicly update or revise any such statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Thermal Energy International Inc.

For further information:

William Crossland
President and CEO
Thermal Energy International Inc.
613-723-6776
bill.crossland@thermalenergy.com

Babak Pedram
Investor Relations
The Equicom Group
416-815-0700 ext.264
bpedram@equicomgroup.com

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Thermal Energy International Inc.

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