News Release  
For immediate release

Trading Symbol: LTI 


 

Cell-Loc reports results for period ended December 31, 2003 

Calgary, AB, March 1, 2004 – Cell-Loc Location Technologies Inc. (TSX-V: LTI) ("CLTI" or the "Company") today reported its interim financial results for the period ended December 31, 2003. The net loss for the period was $373,000, or $0.01 per share.

Management's Discussion and Analysis of Financial Condition and Results of Operations

During the month ended December 31, 2003 Cell-Loc Location Technologies Inc. (the “Company” or “CLTI”) incurred a net loss of $373,000.The loss is attributed to the costs of ongoing operations ($342,000), compensation expense resulting from stock options issued ($95,000) and professional fees ($48,000). A license option expired and the related income of $100,000 was recognized.

Overview

Operations

Operations expenses of $31,000 relate primarily to leasing and operating the network in Calgary.

General and Administration

Expenses for general and administration costs were $409,000. The recognition of the compensation cost of issuing the stock options was $95,000 and professional fees were $48,000. The remaining $266,000 was incurred to cover the transition for staff salaries and other corporate office expenses; these were substantially one-time costs.

Liquidity and Capital Resources

The Company had a cash reserve of $2.7 million at December 31, 2003. The Company’s monthly use of cash continues to be scrutinized to ensure optimal use of cash resources.

Business Risks and Prospects

The Company is actively negotiating commercial contracts. The agreements currently being negotiated are examples of the focused business strategy that CLTI has undertaken.

The Company’s ability to continue to generate revenue and achieve positive cash flow in the future is dependent upon various factors, including the level of market acceptance of its services, the degree of competition encountered by the Company, the cost of acquiring new partners, technology risks, the ability to fund continued network deployment and operations, general economic conditions and regulatory requirements.

Summary of Material Change

At Cell-Loc Inc.’s Annual and Special Meeting the Arrangement was approved by 99 percent of the securityholders that voted on the resolution. In addition, the final order of the Court of Queen's Bench of Alberta approving the Arrangement was granted on December 1, 2003. On December 2, 2003, Cell-Loc Inc. distributed 35,052,169 common shares of CLTI on a one-for-one basis to the pre-transaction shareholders of Cell-Loc Inc.

Stock Options

The Company granted stock options replacing the 1,297,292 outstanding and vested stock options held by current and former employees of Cell-Loc Inc. on the transaction date. On December 12, 2003, the Company granted an additional 870,000 stock options to officers, directors, employees and contractors with an exercise price of $0.24, of which 1/3 were vested on the grant date and the remaining will vest equally on the one and two year anniversaries of the grant date. The exercise price was based upon the market price of $0.24 at the stock option grant date.

CLTI has adopted fair value accounting for stock options as described in Section 3870 of the Canadian Institute of Chartered Accountants handbook. As a result, all stock option grants or modifications will be expensed over the stock option vesting period based on the fair value at the date the options are granted or modified. The estimated fair value of stock options at grant date has been determined using the Black-Scholes option-pricing model with the following assumptions. The expected dividend rate of 0.00% and expected volatility of 123% was used to model the value. Risk-free interest rate was based on comparable term Canadian Government securities that derived rates between 2.25 percent and 3.75 percent. Expected option life for the option was set equal to the lesser of the actual option life or two years. The fair values of CLTI’s stock options, calculated using the Black-Scholes option-pricing model, granted in December 2003 varies between $0.01 and $0.151 per option dependant on the option price and grant life.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of freely traded options without vesting restrictions and requires highly subjective assumptions including the expected price volatility. CLTI uses expected volatility rates based on historical volatility rates of the predecessor Cell-Loc Inc. Changes in the subjective input assumptions and specifically expected price volatility can materially affect the fair value of the options granted. The Black-Scholes models may not provide a reliable measure of the fair value of the stock options granted.

The fair value based method impact on future earnings is dependent on the Company’s common share price and volatility, as well as many other factors including CLTI’s future use of stock-based compensation. The future expense recognized by CLTI as a result of adoption of the fair value based method will vary due to uncertainty associated with each of the factors used by the Black-Scholes model.

Subsequent Events

On January 29, 2004 CLTI reached a settlement with a third party holder of warrants of the former Cell-Loc Inc., in respect of the right of dissent exercised by that warrantholder. The dissenting warrantholder accepted the sum of $262,000 in full satisfaction of their dissent claim against Capitol Energy, CLTI and Capitol Energy Investment Partnership. The $262,000 was paid by way of the delivery of: (i) $62,000 in cash (paid by CLTI); (ii) 312,500 common shares of CLTI at a share price of $0.32; and (iii) 125,000 common shares of Capitol Energy at a share price of $0.80.

Business Risks and Prospects

The market for location-based services is just beginning to develop and is subject to rapid technological change. The Company's business plan is focused on attracting and contracting other entities to apply its patented technology in city, regional or national networks. These third parties will be required to operate the project and invest funds in the infrastructure, working capital and staff to develop the potential of their contracted area. The Company's continuing research, development and testing may cause significant strain on the Company's management, technical, financial and other resources.

To remain competitive the Company must be able to keep pace with technological developments and change its product lines to meet new demands. The Company will depend on designing and developing products that have not been commercially tested to achieve much of its future growth.

The wireless location solution that the Company plans to offer is an emerging technology, and the application of existing, proposed or future regulation to the Company's offerings cannot be reliably determined at this stage of development.

The Company's ability to continue ongoing operations is dependent upon contracting parties to license the Company’s technology and then implementing commercial service offerings. The Company's ability to generate net income and positive cash flow in the future is dependent upon various factors, including:

·

the level of market acceptance of its technology;
· the ability to enter into license agreement to deploy and operate the Company’s proprietary wireless location network technology;
· the degree of competition encountered by the Company; and
· the Company’s ability to manage growth.

About Cell-Loc Location Technologies Inc.

Cell Loc Location Technologies Inc. (www.cell-loc.com) is the developer of Cellocate™, a family of network-based wireless location products that enable location-based services. Located in Calgary, Alberta, Cell-Loc currently develops, markets and supports its patented wireless location technology in North and South America and Asia, with a view to expanding globally. Cell‑Loc is listed on the TSX Venture Exchange under the trading symbol: "LTI."

Forward Looking Statements: This news release contains certain information that may constitute forward-looking statements under applicable securities laws. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Actual results achieved may vary from the results anticipated or implied herein and variations may be material. There is no representation by the Company that actual results achieved will be the same in whole or in part as those implied in any forward looking statements.

TSX Venture Exchange has neither approved nor disapproved of the contents of this news release.

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For further information about CLTI and the ongoing technology business, please contact:

Tammy Yamkowy
Director, Corporate Communications & Investor Relations

Cell-Loc Location Technologies Inc.
Phone: 403.569.5748

investor@cell-loc.com