Solar Integrated Announces $4 Million Bridge Financing and Extension of Bank Credit Facility

London, England, October 4, 2005 – Solar Integrated Technologies, Inc. (AIM:  SIT.LN), a leading provider of building integrated photovoltaic (BIPV) roofing systems, today announced that it has completed a bridge financing with Crestview Capital Funds and raised aggregate gross proceeds of $4 million.  The Company issued unsecured convertible debentures maturing on December 31, 2005 and bearing interest at the higher of 10% per annum or $40,000.  Crestview Capital Funds has the right to roll-over its investment into a subsequent financing.  The Company also issued warrants to purchase 325,000 common shares at an exercise price of $2.82, the U.S. dollar equivalent of the closing price of the Company’s shares on September 29th, 2005, with an expiration date of September 30, 2008.  The debentures and the warrants were issued in a private placement exempt from registration under the U.S. Securities Act.

“With our tight cash liquidity, our top priority over the remainder of 2005 is to strengthen the Company’s financial position,” stated   Jon W. Slangerup, Chief Executive Officer of Solar Integrated.  “This bridge financing provides us with the funds necessary to finance our near-term working capital requirements.  Additionally, we are currently in negotiations for a new credit facility, and we are also evaluating other sources of financing.”

In the event no subsequent financing is consummated before December 31, 2005 or the bridge financing does not roll-over into a subsequent financing, the convertible debentures will, subject to certain conditions, automatically convert into common shares at $2.82 per share at maturity, subject to certain anti-dilution provisions.

The Company also announced that it has reached an agreement in principle with its existing bank lender to extend the maturity date of its existing credit facility to October 31, 2005.  The loan extension is expected to, among other things, (i) require that the Company immediately pay to the bank $500,000 to reduce the outstanding principal amount of the line of credit, and (ii) require that 50% of all amounts collected by the Company be paid to the bank to lower the amount of the line of credit.  In connection with this extension, the Company expects to pay to the bank a fee of $50,000.

As previously disclosed in the Company’s 2005 interim results, the Company entered into a non-binding term sheet in August 2005 with another financial institution in connection with a replacement credit facility, comprised of a line of credit and term loan.  The Company expects to close this credit facility before October 31, 2005 and expects this new credit facility to be used to (i) repay in full the Company’s existing bank facility, and (ii) provide the Company with additional financing to fund its working capital requirements.  The Company expects that, as additional consideration for the financial institution to provide the credit facility, the Company will be required to grant common share purchase warrants to such financial institution.  If the Company is not able to finalize the replacement credit facility prior to the existing bank demanding repayment on the current bank facility, the impact on the Company’s operations could be material.

Also as previously disclosed in the Company’s 2005 interim results, during the six month period ended June 30, 2005 and subsequent to such period, Bruce M. Khouri, a founder, significant shareholder, director and officer of the Company, has made advances to the Company in an aggregate amount of $2,925,000 to assist the Company with its working capital and liquidity requirements.  As consideration for these advances, the Company issued Mr. Khouri unsecured, subordinated convertible notes bearing interest at 9.5% per annum payable quarterly.  The notes mature on December 31, 2008 unless payment is otherwise demanded earlier by Mr. Khouri and payment of such demand is consented to by the holders of the Company’s senior indebtedness.  Subject to the required shareholder approval noted below and subject to certain prepayment rights in favor of the Company, all unpaid principal and accrued and unpaid interest will be convertible, any time and from time to time, at Mr. Khouri’s option, into common shares of the Company at a conversion rate of $2.82 per share, the U.S. dollar equivalent of the closing price of the Company’s shares on September 28th, 2005.  In connection with these advances, the Company also agreed to pay Mr. Khouri an origination fee of 2.0%.  Conversion of the notes into common shares is subject to the approval of the Company’s shareholders at the Company’s next annual general meeting when the Company intends to put forward resolutions to, among other things, amend the Company’s articles to increase its maximum number of authorized common shares.  Mr. Khouri’s shares will not be permitted to vote on the relevant resolution.  The terms of these related party transactions were reviewed and approved by the Audit Committee of the Board of Directors, comprised of the Board’s independent directors, and the Board of Directors (Mr. Khouri abstaining), which believes, having consulted with KBC Peel Hunt Ltd., the Company’s Nominated Adviser, that the terms of the notes are fair and reasonable in so far as shareholders are concerned.

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; the risk that our bridge lender chooses to retain its current debt instrument rather than rolling it into a subsequent financing; 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.

 

Jon W. Slangerup
Chief Executive Officer
Los Angeles, California
+1.323.231.0411

R. Randall MacEwen
Executive Vice President, Corporate Development
Los Angeles, California
+1.323.231.0411

Gavin Anderson & Company

 

Ken Cronin/Deborah Walter
UK   
+44 20 7554 1400