Newlox Gold Ventures Corp C.LUX

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Luxell Announces Intention to Proceed With Restructuring and Refinancing 11:07 EDT Monday, August 28, 2006 TORONTO, ONTTARIO--(CCNMatthews - Aug. 28, 2006) - Luxell Technologies Inc. (TSX:LUX) - As reported in its most recent news release, the Board of Directors of Luxell Technologies Inc. (the "Company") was working its way through a complete assessment of the Company's business activities and financial situation as part of a major business review. Upon the completion of this assessment and an in-depth review of the resulting report, the Board, the majority of whom are relatively new members, concluded that if the Company was to effectively transform itself, a major restructuring program was now necessary. As an entry point to the necessary actions, the Company hired a new interim CFO and expects to shortly announce the appointment of a new CEO with a proven record of leading companies through successful transformations. John MacDonald, Chairman and interim CEO, has described the situation as follows: "There was a fair level of optimism at the beginning of 2006 based on the volume of work in production and for how substantially the order logs had grown. At that time it was certainly our expectation we could meet our goal of at least one profitable quarter and black ink in 2007. We now see this is not possible." "Unfortunately, despite all that has been achieved, including a number of implemented cost reductions, it is clear the Company's aggressive product development programs have diminished the working capital position to the point where operations are being curtailed and a workable go forward plan cannot be accomplished without new capital and restructuring." "Specifically, the development costs of one group of new contracts went beyond anything expected and have produced a burden which make the goals we stated at the beginning of this year impossible to achieve." "In fact, this and a history of 15 years of negative returns have led this Board to conclude that the profits necessary to overcome the current payables will not materialize in a time frame that would be acceptable for orderly management of the Company's current obligations. It is also clearly evident the Company's facility and lease arrangement is untenable for the business plan which has emerged from our recent strategic review." "However, the Board remains convinced the Company possesses valuable "know-how" and in some areas proprietary production techniques have also been developed. We believe there are viable products and Intellectual Property ("IP") which, under certain conditions and given the time to complete such a transaction, could be sold." "As a result, the Company's Board of Directors has determined the best option to realize a possible future for the Company, its shareholders, employees, suppliers and customers, is to file a proposal to creditors under the Bankruptcy and Insolvency Act ("Proposal") which will take a minimum of 45 days to complete and provide the Company with a complete stay on any creditor proceedings." "The Proposal will address all classes of creditors and observe standard practice, regulatory and financial requirements. It is anticipated the Proposal will include the issuance of a promissory note to creditors of record, which would be due September 1, 2008." Mr. MacDonald added that the Promissory notes may also become convertible to common shares by debt holders, at the current market rate and upon the due date, subject to applicable regulatory approval. This option would allow longstanding creditors who have supported the company to participate in a restructured, profitable firm and potentially the reflection in the share value. The Proposal must receive approval by at least 66.6% (2/3) in dollars and 50% plus one in the number of eligible creditors who vote in order to be accepted. In order to continue operations, the Company has sought new financing for $1 million of Debtor in Possession Financing to provide the Company with working capital as well as to fund C.O.D. payments to suppliers.. This additional term debt is intended to provide holders of promissory notes with assurance that if the assets of the Company were sold they would not be prejudiced for having accepted the proposal. The Company is also examining the structuring of a further $5 million convertible debenture and what the terms and conditions of such additional financing would entail. Any further details will be announced when available. About Luxell Luxell designs, manufactures and licenses flat panel display technologies and solutions for defence and avionics industries through its operating divisions Aktelux and Luxell Research. More information can be found at www.luxell.com, www.aktelux.com and www.luxellresearch.com. (C) Luxell Technologies Inc., Luxell and Black Layer are trademarks of Luxell Technologies Inc. All other company and/or product names are trademarks and/or registered trademarks of their respective manufacturers. FOR FURTHER INFORMATION PLEASE CONTACT: Luxell Technologies Inc. Simon Dann [phone] [e-mail]