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Indoor Growing Leader Phototron Signs LOI to Acquire SG Technologies / Stealth Grow Brand

Toronto News, (PR) March 07, 2012

Phototron Holdings, Inc. (OTCBB: PHOT) (OTCQB: PHOT), the Los Angeles hydroponic grow box company leading the grow your own revolution, today announced that it has signed a letter of intent (LOI) to acquire SG Technologies Corp., a leading manufacturer of hi-powered light emitting diode (LED) products sold under the Stealth Grow brand that speed indoor growing and require very little power. The proposed merger is expected to close in the next 30 days in an all-stock transaction.

The management team at Phototron is excited to announce the signing of an LOI with SG Technologies, said Craig Ellins, Phototrons CEO. We expect the proposed merger to expand our current product offerings and provide additional financial strength as we look to integrate the Stealth Grow line, which is highly respected amongst top horticulturalists. We also anticipate exciting new product synergies as we combine Phototrons innovative hydroponic grow systems with Stealth Grows industry-leading LEDs.

SG Technologies is a leader in LED grow light technology. Selling products under the popular Stealth Grow brand, the company is comprised of a team of experienced horticulturists and engineers who have worked to bring LEDs to the forefront of indoor horticulture by creating a superior line of LED grow lights.

SG Technologies manufactures its own components, and as a result the company has an incredible amount of flexibility in testing its products. Generations of lights have been tested on numerous home-grown plants to create the most advanced combination of spectrum and intensity of any LED grow light available today.

This LOI is a significant step forward for both companies, said Sterling Scott, CEO of SG Technologies. We believe that combining our operations is a win-win oportunity for both Phototron and Stealth Grow brands and will lead to innovative new products that benefit our loyal customers and strategic partners.

The proposed acquisition is expected to complement Phototrons existing direct sales and online initiatives for its innovative hydroponic grow systems, which are designed to serve both the $ 30 billion home gardening and $ 1.7 billion medical marijuana markets.

The completion of the acquisition is subject to certain conditions, including, but not limited to, the negotiation and execution of a definitive acquisition agreement and the approval by the Phototrons and SGTs respective boards of directors.

Forward-Looking Statements
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently unreliable and actual results may differ materially. Examples of forward looking statements in this news release include statements regarding new growth initiatives and accelerated growth, successfully monetizing MLM business model, marketing and distribution plans, development activities and anticipated operating results. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as the Company’s ability to accomplish its business initiatives, significant fluctuations in marketing expenses and ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of its products and services, as well as the introduction of competing products, or management’s ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and other information that may be detailed from time to time in the Company’s filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.