HydraLogic Signs Letter of Intent to Sell Assets

TORONTO, Nov. 23 /CNW/ - HydraLogic Systems Inc. ("HydraLogic" or the "Company") (TSX.V: HLS - OTC Pink Sheet: HYSYF) today announced the signing of a Letter of Intent (LOI), with an international investment group (the "Buyer"), to purchase from the Company, substantially all of its assets including the Ecolo and Bug Defence operations and all of its intellectual property (the "Assets"). The purchase of the Assets would be based upon terms and subject to conditions to be outlined in definitive agreements (the "Definitive Agreements") which the Company and Buyer will, in good faith, attempt to complete by November 30, 2009.

Based on the proposed transaction, the Buyer will acquire the Assets, free and clear of all liens and encumbrances, in exchange for relief from the Company's outstanding debt and an amount of cash sufficient to settle the Company's outstanding, un-secured, corporate obligations. As a condition to the Buyer's obligation, the Definitive Agreement will be subject to a number of conditions, notwithstanding:

    
    (a)    the assignment of the Company's note from CCM Master Qualified
           Fund, Ltd. ("CCM Fund"), to the Buyer; and
    (b)    the completion of a due diligence investigation into the Company
           and the Assets; and
    (c)    regulatory and shareholder approval to the sale of the Assets; and
    (d)    all required consents to the assignment of any agreements or
           rights related to the Company, and any required consents of
           creditors, lessors, suppliers and governmental agencies or
           entities.
    

Upon completion of the sale of the Assets, it is contemplated that the Company shell will remain with the shareholders of the Company. As a result of the divesture, the Company shell will cease active business operations, and may be transferred to the NEX Board of the TSX Venture Exchange.

About HydraLogic Systems:

HydraLogic is an innovator of engineered misting systems and proprietary environmental chemistries with reoccurring revenue distribution platforms. The company strives to be market leaders in providing technologies, through turnkey distribution and service models into the multi-billion dollar mosquito and odour control industries as Bug Defence and HLS Ecolo respectively.

HydraLogic Systems is traded on the TSX Venture exchange - symbol: HLS.

Forward Looking Statements

This press release contains certain "forward looking statements". These statements relate to future events or future performance and reflect expectations and belief regarding growth, results of operations, performance, business prospects, opportunities or industry performance and trends. These forward looking statements reflect current internal projections, expectations or beliefs and are based on information currently available. A number of factors could cause actual events or results to differ materially from the results discussed in the forward looking statements. Although it is believed that the forward looking statements contained in this press release are based upon reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward looking statements. These forward looking statements are made as of the date of this press release, and HydraLogic Systems Inc. assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws.

    
    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this news release.
    

%SEDAR: 00020350E

SOURCE HydraLogic Systems Inc.

For further information: For further information: Michael Beckley, President & CEO, (416) 740-3900 ext 400, beckley@hydralogic.com

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HydraLogic Systems Inc.

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