Solar Integrated Announces $37 Million Private Placement

of 6.5% Convertible Subordinated Notes Due 2010


London, UK, November 7, 2005 – Solar Integrated Technologies, Inc. (AIM:  SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems for commercial and industrial applications, today announced that it has closed a $37 million private placement of convertible notes.  No application has been, nor is expected to be, made for the convertible notes to be listed or quoted on any public exchange.

The notes mature on November 1, 2010 and bear interest at 6.5% per annum, subject to adjustment in certain circumstances.  The notes are convertible, at the option of the holder, into Solar Integrated common stock at a conversion price of $3.392 per share, subject to adjustment in certain circumstances.  The initial conversion price represents a 16% premium to the average of the closing prices of Solar Integrated’s common stock during a 10-day pricing period that yielded an average closing price per share of £1.6395, and converted to US dollars at the then effective exchange rate.  The notes are subordinate to existing and future secured debt of the Company to the extent of the value of the assets securing that debt.

“As we communicated to the market in late September, our top priority over the remainder of 2005 was to strengthen the Company’s financial position,” stated Jon W. Slangerup, Chief Executive Officer of Solar Integrated.  “We are pleased to report that this transaction accomplishes our objective.  This financing will help ensure the Company’s ability to support continued growth.”

“We are delighted that we were able to attract a group of well known institutional investors based in both the US and the UK, including Goldman Sachs,” commented Mr. Slangerup.  Jefferies & Company, Inc. served as the sole placement agent.

The gross proceeds to the Company from the sale of the notes are $33.0 million, prior to deducting commissions and expenses.  The additional $4.0 million aggregate principal amount of notes was issued to Crestview Capital in exchange for $4.0 million aggregate principal amount of the unsecured convertible debentures acquired by Crestview Capital on September 30, 2005 and maturing December 31, 2005.

The Company expects to use the net proceeds of the private placement to repay existing indebtedness, for working capital and general corporate purposes, including to fund potential future acquisitions or investments in complementary businesses, products or technologies.

The notes were offered and sold in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

This press release does not constitute an offer to sell nor a solicitation to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.  This notice is as a matter of record only.  The securities sold in this private placement have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

About Solar Integrated

Solar Integrated Technologies, Inc. (AIM:  SIT.LN) is a leader in the manufacture and development of building integrated photovoltaic (BIPV) systems for commercial roofing and mobile power applications enabling the production of reliable, renewable and economic electrical power.  Customers include Coca Cola Enterprises, Frito-Lay, ProLogis, San Diego Unified School District, Wal-Mart and other municipal and blue chip companies.  For more information, visit www.solarintegrated.com. 

This release includes forward -looking statements which are based on certain assumptions and reflect management’s current expectations as contemplated under the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  These forward -looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations.  Some of these factors include:  difficulties in raising additional capital on terms that are acceptable to the Company; difficulties in meeting our interest obligations or complying with our obligations under the notes; difficulties in closing a new credit facility with another financial institution, including on a timely basis; general global economic conditions; general industry and market conditions and growth rates; uncertainty as to whether our strategies and business plans will yield the expected benefits; increasing competition; the ability to identify, develop and achieve commercial success for new products, services and technologies; changes in technology; changes in laws and regulations, including government incentive programs; intellectual property rights; our ability to secure and maintain strategic relationships, including key supply relationships; the availability of, and our ability to retain, key personnel; and the failure of the Company to effectively integrate acquisitions.  Additional factors are discussed in our public disclosure materials from time to time.  We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact:

Solar Integrated Technologies, Inc.

 

R. Randall MacEwen 
Executive Vice President, Corporate Development  
Los Angeles, California 
+1 323 231 0411  

 

Frederik W. Mowinckel
Chief Operating Officer – Europe
London, UK
+44 20 7153 3500

Gavin Anderson & Company

 

Ken Cronin/Deborah Walter
UK   
+44 20 7554 1400