Placing

Proton Power Systems PLC
10 April 2008


Press Release                                                      10 April 2008



                            Proton Power Systems plc
                          ('Proton' or the 'Company')


      Proposed partially underwritten Placing to raise up to £2.0 million


The Company today announces that it intends to raise up to £2.0 million (before
expenses) by way of a proposed partially underwritten placing of new ordinary
shares in the Company (the 'Placing') to subscribe for up to 20,000,000 new
ordinary shares in the Company at 10 pence per share (the 'New Ordinary Shares
'). In order to provide certainty as to the amount of capital to be raised, the
Company is currently in the process of finalising arrangements for the proposed
Placing to be partially underwritten by existing and new shareholders up to a
total of £0.96 million. An underwriting agreement (the 'Underwriting Agreement')
is expected to be entered into shortly between the Company and the proposed
underwriters. At this time no placees for the Placing have been procured by the
Company.

The proposed Placing will be conditional, inter alia, upon the signing of the
Underwriting Agreement and the passing of certain resolutions to be considered
at a general meeting of the Company (the 'Resolutions') to be held in due
course. A circular containing full details on the terms of the proposed Placing
and the underwriting arrangements (the 'Circular') will be sent to the Company's
shareholders shortly.

It is intended that as part of the underwriting arrangements, the Company will
issue warrants to the underwriters on the basis of three warrants for every 10
New Ordinary Shares underwritten pursuant to the Underwriting Agreement. Each
warrant will entitle the holder to subscribe for one new ordinary shares in the
Company of 5 pence each and will be exercisable at a price of 10 pence per
share.

Full details on the terms of the Placing, the warrants and the underwriting will
be outlined in the Circular which will be sent to shareholders of Proton once
the Underwriting Agreement has been signed (expected to be shortly).

On 17 October 2006, the Company entered into a loan and asset finance facility
agreement (the 'Loan Agreement') with General Capital Group plc ('General
Capital') whereby General Capital agreed to lend the Company up to £2.0 million
for working capital and asset finance facilities (the 'Loan Facility'). As
outlined in the Company's admission document dated 23 October 2006, the Loan
Facility was available for draw down for a period of 36 months from the date of
the Loan Agreement.

Currently, the Company has drawn down £1 million of the Loan Facility and has
not yet sought to draw down the second £1 million tranche of the Loan Facility.
Following technical breaches by the Company of the Loan Agreement, which the
Board believe have subsequently been remedied by the Company, the Company does
not however believe that General Capital will permit further draw down of the
Loan Facility under the Loan Agreement. The Board of Proton has discussed these
breaches with General Capital, who have provided assurances to the Company that,
whilst reserving their remaining rights under the Loan Agreement, they will not
seek repayment of the first £1 million tranche of the Loan Facility.

If the Underwriting Agreement is not signed or the Placing is not implemented
and the second £1.0 million tranche of the Loan Facility is not forthcoming to
the Company, the Directors believe that the Company will not have sufficient
funds to meet its liabilities as they fall due and, without obtaining
alternative sources of debt or equity funding, the Company will only have
sufficient working capital until the end of April 2008.

The Board expects that the proceeds of the proposed Placing, assuming £2.0
million (net of expenses) is raised, will give the Company sufficient working
capital for the next 12 months. Should the Company only raise the minimum amount
proposed to be underwritten by the underwriters (being £0.96 million) and the
second £1 million tranche of the Loan Facility is not forthcoming to the Company
then the Company will only have sufficient working capital until September 2008.

Notwithstanding the Placing being successful, the Company will not have
sufficient funds to execute the Company's manufacturing strategy and the Board
will have to pursue further sources of funding. Alternative sources of funding,
if they are available at all, are likely to be expensive and on onerous terms
for the Company.

The Directors believe that it is essential that further permanent capital be
raised by the Company to enable it to continue to trade. If the proposed Placing
is not successful, the Directors may have no alternative but to seek the
protection of a formal insolvency procedure (such as administration or
liquidation) under the Insolvency Act 1986.


The Company will update shareholders further as appropriate.



For further information:
Proton Power Systems plc
Felix Heidelberg, CEO                                   Tel: [phone]
[e-mail]                          www.protonpowersystems.com

Noble & Company Limited
Andy Yeo/Nick Athanas                                  Tel: [phone]
                                                                 www.noblegp.com

Media enquiries:
Abchurch Communications Limited
Justin Heath / Monique Tsang                           Tel: [phone]
[e-mail]                          www.abchurch-group.com



Notes to Editors

Proton Power Systems plc is a developer of fuel cells and fuel cell hybrid
systems for motive and back-up power supply. Proton Power has more than 13 years
of experience in the fuel cell market. Through its wholly owned subsidiary,
Proton Motor Fuel Cell GmbH, the Company has developed and produced a fuel cell
module running on hydrogen and integrated this with an energy storage system to
create a hybrid electric fuel cell system. The system harnesses the excess power
generated by the fuel cell during partial load (such as stop-start operations)
and uses the stored energy in peak demand times. The system thus boasts lower
fuel consumption and more consistent levels of power delivery than conventional
combustion engine or fuel cell-only systems, in addition to producing zero
harmful emissions.

Proton Power's market focus lies in industrial applications where 'back-to-base'
refuelling occurs at the end of each shift or work period, such as in the
materials handling and mass transportation sectors. In these markets, the
commercialisation of applications is possible at a very early stage, as they do
not depend on the existence of a ubiquitous hydrogen infrastructure. Through
partnerships with leading OEMs such as Skoda Electric and Linde, Proton Power's
technology is already deployed in city buses and forklift trucks.

Proton Power also targets the upcoming market for marine transportation
applications and provides the hybrid fuel cell propulsion system for Europe's
first fuel-cell powered passenger / river boat ferry, which will be operating in
Hamburg from 2008.

Proton Power Systems plc was admitted to trading on AIM on 31 October 2006 and
is incorporated in the UK. Its operating subsidiary, Proton Motor Fuel Cell
GmbH, is located in Puchheim, near Munich, Germany.


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