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TORONTO -- Coretec Inc. has entered into a nonbinding letter of intent to merge with Unicircuit Inc. in an all stock swap. Coretec, a PCB maker based in Toronto, will issue 6 million common shares in exchange for all of Unicircuit's common shares. Coretec will also issue $3.1 million of a new class of preferred shares in exchange for $3.1 million of preferred shares of Unicircuit as well as assume $3.9 million of Unicircuit's net debt.

The transaction is expected to close by July 31.

"This merger creates opportunities to maximize efficiencies with respect to facility overheads and production. With an estimated capacity of $150 million, the combination of the two companies will provide North American and European electronics OEM and EMS companies with a major alternative for prototype-to-production high reliability PCBs," said Paul Langston, president and CEO of Coretec.

Unicircuit operates plants in Littleton, CO, and Roseville, MN.

"From our discussions with Coretec we have been enticed by the marketing potential of this combination, particularly in light of the fact that our respective customer bases have little overlap. As such, we believe we will be able to achieve a wider and deeper penetration into our mutual account base," said Kerry Bode, president and CEO of Unicircuit. "In addition, the prospects for accessing more meaningful new programs, particularly in the defense sector, are much greater as a combined entity. This merger brings our shareholders a step closer to realizing our strategic objective of playing a leadership role in the North American PCB industry. Coretec has an outstanding executive team that we believe will enable the merged company to more fully and expeditiously realize its potential. Unicircuit is excited about the opportunities that the combined entities bring to our customers, employees and shareholders."

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