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Gold/Mining/Energy : Canadian Microcaps

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From: CharlieChina4/4/2005 11:41:03 AM
   of 817
 
Atlantis Systems completes financings

Company increases financial flexibility and strengthens working capital
to support significant new business under CFTS contract

Toronto Stock Exchange Symbol: AIQ

TORONTO, April 4 /CNW/ - Atlantis Systems Corp. ("Atlantis") (TSX:AIQ)
today announced that it has closed the previously announced financings,
consisting of a Subordinated Secured Convertible Debenture financing with
Aquilon Capital Corp. ("Aquilon") for $3.0 million and an equity financing
with Wingate Investment Management Ltd. ("Wingate") for $2.0 million. All
figures are in Canadian dollars unless otherwise stated.
The Aquilon loan of $3.0 million is secured by a Subordinated Secured
Convertible Debenture with standard security provisions subordinated to the
senior debt facility under negotiation with a major Canadian bank. The
provisions consist of the following: 1) the term of the debenture is three
years and no principal is due until maturity; 2) the debenture can be
converted into 5,454,545 common shares at any time at a conversion price of
$0.55/share; 3) Atlantis can force the conversion of the debenture if the
common shares trade at or above $1.50/share for 90 days; and 4) Atlantis can
redeem the debenture at any time during the first 24 months with the issuance
of two-year purchase warrants exchangeable into 5,454,545 common shares at an
exercise price of $0.60/share. This facility was arranged in November 2004,
concurrent with the Company's last equity financing. At the time, the
Company's shares were trading at a substantial discount to the conversion rate
of $0.55. For circumstances beyond the Company's control, the formal closing
was delayed until now.
The Wingate equity financing consists of 3,333,333 equity units at a
price of $0.60 per unit for gross proceeds of $2.0 million. Each equity unit
consists of one common share and one half of a common share purchase warrant.
Each of the 1,666,667 common share purchase warrants is exercisable until
September 30, 2005 at an exercise price of $0.80 per share and until March 31,
2007 at an exercise price of $1.00 per share. An additional 266,666 equity
units were also issued relating to the structuring of the financing. The
Company initiated this transaction and applied for price protection from the
TSX on February 28, 2005 when the shares closed at $0.60.
Andrew Day, President and CEO of Atlantis, states, "We began this process
more than a month ago as we felt it was prudent to initiate discussions in
anticipation of the CFTS contract. These funds provide Atlantis with a solid
working capital foundation and financial flexibility as we ramp up to deliver
products and services under the CFTS contract and pursue other new contracts
in the military and commercial markets."
David Hass, Head of Private Equity, Aquilon added: "We are very excited
about our investment in Atlantis. We can help Atlantis participate in the
growth of the simulated training market and capitalize on the company's
powerful set of simulation-based training systems. We believe Atlantis has the
opportunity to grow tremendously in the next three to five years, and matches
our criteria for growth, income and security."
Murray Grossner, President, Wingate Investment Management Ltd. noted,
"After raising $2.4 million by way of a private placement for Atlantis last
November, we were very pleased to return to the equity market to fund
Atlantis. The Company is now well positioned to grow rapidly in both the
military and commercial simulation and training markets."

Aquilon is a boutique investment management firm that services affluent
clients with involved, value-based investing. Wingate Investment Management
Ltd. is an independent, Canadian based investment banking and funds management
company serving technology related corporations and high net worth private
investors.

About Atlantis Systems Corp

Headquartered near Toronto, Canada, Atlantis is a globally recognized
developer of simulation-based training systems principally for military and
commercial aircraft servicing an international client base. For over 25 years,
Atlantis has produced turnkey training solutions including flight training
devices, advanced maintenance trainers, tactical team trainers, sensor and
system part-task training solutions, pilot selection systems, avionic test
equipment, and simulated cockpit controls and displays. Atlantis is registered
under a number of quality management programs including ISO 9001:2000,
AS 9100:2001; Boeing BQMS D6-82479, Rockwell Collins RC-9000, among others.
Atlantis trades on the Toronto Stock Exchange under the symbol AIQ.



-30-

/For further information: please contact Atlantis Systems Corp. at
info@atlantisSI.com or call Paul Maasland, Vice President, Business
Development, at (905) 792-1981 x235. To learn more about Atlantis, please
visit the company's web site at www.atlantissi.com ./
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