Loan Agreement

RNS Number : 2187S

Proton Power Systems PLC

28 November 2012

Press Release

28 November 2012

Proton Power Systems plc

("Proton" or the "Company" or the "Group")

Loan Agreement

Proton announces that it has agreed the terms of a €5.6 million loan (the "Loan") with Roundstone Properties Limited ("Roundstone"). The Loan is repayable on 30 October 2015 and has a return of 10% per annum, such return to be satisfied by the issue by the Company of new ordinary shares to Roundstone. Each share so issued would be deemed to satisfy £0.02 of the return due under the Loan.

The existing loan of €1.5 million has been refinanced and the short term loans of €3.0 million have been replaced by the new facility. The balance of €1.1 million can be drawn down to finance the Company's working capital.

Related Party Transaction

Roundstone Properties is a company connected to Dr. Faiz Nahab, the Chief Executive Director of the Company, and is also a substantial shareholder (as defined in the AIM Rules) of the Company. Entering into a loan agreement with Roundstone is therefore classified as a transaction with a related party for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Dr. Faiz Nahab, having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

The City Code on Takeovers and Mergers

Proton is a public limited company registered in England; however, as the Company does not have its central place of management and control in the UK, the City Code on Takeovers and Mergers does not apply to the Company.

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