Shareholder meeting and proposed acquisitions



    OTTAWA, Feb. 21 /CNW Telbec/ - Plaintree Systems Inc. ("Plaintree" or the
"Company") today announced that it has mailed to its shareholders a management
proxy circular (the "Circular") for its annual and special meeting of
shareholders to be held on March 18, 2008 (the "Meeting"). As was previously
reported by press release issued on August 28, 2007, Plaintree applied for and
was granted an order from the Superior Court of Justice (the "Court") to allow
it to effectively defer its 2007 meeting of shareholders until no later that
March 30, 2008. The annual business portion of the Meeting will constitute the
Plaintree 2007 annual meeting of Shareholders.

    Proposed Acquisitions

    In addition to normal annual meeting business, the Company will be asking
its shareholders at the Meeting to consider and vote on a number of matters
including the acquisition (the "Acquisition") by the Company of all of the
issued and outstanding share capital of (i) Hypernetics Limited
("Hypernetics"); and (ii) 4439112 Canada Inc. all of the share capital of
Triodetic Holdings Inc. and other subsidiaries including Triodetic Building
Products Inc. (the "Triodetic Group of Companies").
    Hypernetics was established in 1972 and is a manufacturer of avionic
components for various applications including aircraft antiskid braking,
aircraft instrument indicators, solenoids, high purity valves and permanent
magnet alternators. The Triodetic Group of Companies, with over 40 years of
experience, is a design/build manufacturer of steel, aluminum and stainless
steel specialty structures such as commercial domes, free form structures,
barrel vaults, space frames and industrial dome coverings.
    Assuming the completion of the Acquisition, the total purchase price of
$20 million for both Hypernetics and 4439112 Canada Inc. will be paid by the
Company by the combination of cash, the issuance of common shares of the
Company and the issuance of class A preferred shares of the Company. Following
the completion of the Acquisition, Hypernetics and 4439112 Canada Inc. will
become wholly-owned subsidiaries of Plaintree and Plaintree plans to
amalgamate each of Hypernetics and 4439112 Canada Inc. and such other
subsidiaries as may be determined by management into Plaintree. Following the
completion of the amalgamation, the businesses of Hypernetics and the
Triodetic Group of Companies will continue to be operated by Plaintree as
separate divisions of the Company.
    Concurrently with the completion of the Acquisition if approved by the
shareholders, Targa Group Inc., a company controlled by William David Watson
II and Nora Watson and Plaintree's largest shareholder, has agreed to provide
a credit facility of up to $2.8 million to Plaintree, consisting of (a) a
demand loan of $1.8 million; and (b) a revolving $1 million credit line. All
amounts advanced to Plaintree shall be payable on demand and bear interest at
a rate per annum equal to 2% above the prime lending rate of the Company's
banker as from time to time determined. The credit facility shall be secured
by a security interest granted over the assets of Plaintree. $1.5 million of
the $1.8 demand loan will be used to pay to William David Watson II and Nora
Watson the cash portion of the purchase price for the shares of the Triodetic
Group of Companies.
    Hypernetics and the Triodetic Group of Companies are both currently
controlled by William David Watson II and Nora Watson. William David Watson II
is the President and Chief Executive Officer of the Company and a director of
the Company. William David Watson II and Nora Watson hold directly and
indirectly 27.98% of the issued and outstanding common shares of Plaintree
(38.1% on a fully-diluted basis). As a result of these relationships, the
proposed Acquisition will considered to be a "related party transaction"
within the meaning of Rule 61-501 under the Ontario Securities Act which
requires obtaining the majority of the minority shareholder approval. To be
approved, the Acquisition resolution must be passed by a majority of the votes
cast by shareholders at the Meeting in respect of this resolution, other than
votes attaching to shares of Plaintree beneficially owned or over which
control or direction is exercised by William David Watson II and Nora Watson
or any other "interested party" (as defined in Rule 61-501) or a "related
party" (as defined in Rule 61-501) of an interested party (the "Excluded
Shares"). As of the date of the Circular, it is estimated that the aggregate
number of Excluded Shares is 25,246,760 (27.98%).

    Other Special Business

    In addition to the consideration of the Acquisition resolution,
shareholders will be asked to consider the following additional special
matters:
    
    (a) the creation of class A preferred shares to be issued as
        consideration in the Acquisition;
    (b) the consolidate the outstanding common shares of the Company on a
        10 pre-consolidation shares for 1 post-consolidation share basis; and
    (c) the deletion of an old class of preferred shares no longer being used
        by the Company.
    

    The Acquisition and the other annual and special matters to be considered
and voted on at the Meeting are fully described in the Circular, a copy of
which can be obtained from the Company's website at www.plaintree.com and/or
under Plaintree's name at www.sedar.com.

    About Plaintree Systems
    -----------------------

    Ottawa-based, Plaintree Systems Inc. (www.plaintree.com), founded in 1988
provides management services and specializes in developing optical wireless
communications equipment for the Local Area, Wide Area, Voice, Internet and
Security Networks.
    Plaintree is publicly quoted in the U.S. on the OTC BB (LANPF), with
90,221,634 shares outstanding.

    This press release may include statements that are forward-looking and
based on current expectations. The actual results of the company may differ
materially from current expectations. The business of the company is subject
to many risks and uncertainties, including changes in markets for the
company's products, delays in product development and introduction to
manufacturing and intense competition. For a more detailed discussion of the
risks and uncertainties related to the company's business, please refer to
documents filed by the company with the U.S. Securities and Exchange
Commission, including the Company's Form 20-F dated September 28, 2007.
    %SEDAR: 00001576E




For further information:

For further information: Lynn Saunders, (613) 623-3434

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PLAINTREE SYSTEMS INC.

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