News Release
For immediate release	Trading Symbol: LTI

Cell-Loc Location Technologies signs major location-based services contract to deploy network in São Paulo, Brazil and signs financing and manufacturing agreements 

Calgary, AB, Nov 22, 2004 – Cell-Loc Location Technologies Inc. (TSX-V: LTI) (“CLTI” or the “Company”), a leading developer of network-based wireless location technology that enables location-based services, today announced the signing of a major contract with insurer ITAÚ Seguros S.A., a subsidiary of Banco ITAÚ (NYSE), Brazil's biggest bank by market value, to deploy its Beacon Location Network in São Paulo, Brazil, to enable rapid stolen vehicle location, remote disabling, and recovery. The contract provides for a minimum revenue of US$ 18 million. Deployment of the network will commence immediately and it is anticipated that the network will be completed and operating by the third quarter of 2005, subject to a technical audit and other requisite approvals. 

This application of the Beacon Location Network is equipped with both uplink and downlink capabilities. The wireless device (“Beacon”) will be installed in vehicles and will also be equipped with an immobilizer. The Beacon will be manufactured and installed by Brazilian suppliers. CLTI will supply the equipment for the Beacon Location Network to be deployed in São Paulo through an equipment supply and technical assistance agreement.

São Paulo is the fifth largest metropolitan area in the world, with an estimated population of 18 million people.  There are over five million automobiles and extremely high crime statistics. In a country report published by Corporate Risk International, Worldwide Advisory Intelligence Service, the crime threat in São Paulo is described as critical, with automobile theft a major and growing element of the threat.  

"Location based services including tracking, monitoring and telemetry have huge global potential," said Sheldon D. Reid, President & CEO, Cell-Loc Location Technologies Inc. "Different technologies have been competing for some time to position themselves in this market. The technology that can profitably offer the lowest price points, while routinely providing both accuracy and reliability, will ultimately emerge as the frontrunner. For numerous reasons we believe that São Paulo, Brazil is the ideal location to deploy CLTI's proprietary technology, and it presents the greatest opportunity to confirm the company's leadership in this emerging market."  

The Business Structure - CLTI has created a business structure that establishes several key components:

§           Brazilian Joint Venture – CLTI has entered into a joint venture with Brazilian partners that establishes the operating company X3 Tecnologia Ltda. (“X3”) to implement wireless location services in the Brazilian market. Beneficial ownership of the joint venture company consists of CLTI (74%), Amapri Telecom (22%) and Mackenzie International Strategies (4%). The President of Amapri, who has been involved in developing this opportunity with CLTI, has been appointed Chief Executive Officer of X3. Other management positions will be appointed in the near future and will include both Calgary-based CLTI employees, working both in Calgary and in Brazil, and local Brazilian contractors and employees.

§           Cash Flow to CLTI - In addition to its 74% equity ownership in X3, CLTI will also receive a top line royalty equal to 5% of X3 revenues, a US$3 million license fee and payment for approximately US$1 million worth of network equipment (currently held in inventory by CLTI) sold to X3 for use in the deployment of the network. Payments to be made to CLTI will be subject to the terms of the debenture agreement which requires that 80% of monthly free cash flow be used to repay any outstanding debt.

§           Anchor Customer – ITAÙ Seguros, a highly respected corporate leader in the insurance market, has entered into an agreement with X3 that provides revenue of US$18 million during its term.

§           Brazilian Manufacturer – X3 and CLTI have entered into an agreement with a Brazilian manufacturer to produce the Beacon devices.

§           Brazilian Security Company – X3 has entered into an agreement with a Brazilian company to install Beacons.

§           Market Opportunities - As a result of this deployment, X3 will own and operate a wireless location network that will cover the City of São Paulo. X3 will pursue additional market opportunities in other verticals (i.e. fleet tracking, asset tracking, asset location, supply management, telemetry, etc.). Additional revenue opportunities generated from these verticals will provide strong margin returns to X3 since the network deployment and operating costs will already be covered by the revenue generated by the ITAÙ agreement.

Project Financing - The estimated cost of the deployment and operation start-up is US$3.5 million.  CLTI has entered into an agreement to provide financing for this project in the form of the private placement of a convertible secured debenture to an arm’s length private equity fund, CL Brazilian Investments, L.L.C. (the “Lender”).  Interest of 10% per annum is accrued on the debenture, compounded semi-annually.  The debenture is convertible, at the Lender’s discretion, into common shares of CLTI based on the market price of CLTI’s shares, from time to time, subject to a minimum conversion price of Cdn.$0.14 per share. Conversion of the principal or interest owing under the debenture into a number of CLTI common shares that, together with any other CLTI shares owned by the Lender, would be in excess of the 12% threshold is subject to shareholder and TSX Venture Exchange (“TSXV”) approval. CLTI anticipates seeking shareholder approval of the conversion of the all amounts owing under the debenture at its next shareholders meeting.  Repayment of the loan, principal and interest, will begin approximately 20 months after initial deployment commences for the build-out of the São Paulo network. X3 has committed 80% of the positive cash flow from this project to repayment of the financing. CLTI is required to issue 1.2 million common shares to the Lender as a commitment fee. An 8% finder’s fee is being paid to Valtec Advisors, Inc., an adviser to the Lender. Completion of this private placement is subject to the final approval of the TSXV and CLTI does not intend on drawing down on the debenture until such final approval has been obtained.

The Lender is a private equity fund controlled and managed by Kenneth Emter, of Las Vegas, Nevada.  Mr. Emter is a Certified Public Accountant and the President of KME Associates, L.L.C., a private company involved in the investment business.  Mr. Emter has advised Valtec Capital Corporation, an investment banking company associated with the Lender, on its investments. 

The Technology - The Beacon location network system is comprised of a terrestrial-based network and a proprietary portable transmitting device (“Beacon”). The network includes two distinct communication links; the first link, the uplink, transmits information from the Beacon to the network, and the second, the downlink, transmits information from the network to the Beacon.

The Beacon is a small, low-cost, battery-powered device that is capable of sending messages to the network and receiving messages from the network. The low power consumption of the Beacon allows a battery life of several years and, together with its low cost and small size, open up a wide range of portable applications. The messaging capability of the Beacon opens up a wide range of telemetry applications. 

The uplink consists of radio reception equipment (“Base Stations”) located at leased antenna sites spread throughout the service region. The Base Stations locations are chosen from a vast array of options including tall buildings, AM or FM broadcast towers, and other radio towers. The use of a public, unlicensed radio frequency band permits the uplink to be operated in most countries of the world without the costs associated with spectrum license fees. Proprietary technology enables the system to reject interference from other users within the band.

The uplink enables the network to locate the Beacon and to receive data and information from it. The network determines the location of the Beacon when several base stations measure the time difference of arrival (“TDOA”) of the Beacon uplink signal. Trilateration and a series of proprietary calculations are performed on the TDOA measurements to determine the location of the Beacon. Some tracking applications for this service include fleet tracking and dispatch, stolen vehicle recovery and asset tracking. The uplink also enables the network to receive data from the Beacon or from a device connected to the Beacon. Some monitoring applications for this service include alarm reporting, remote meter reading and low cost data links.

The downlink uses existing low-cost, commercial communication systems. The use of internationally recognized and available services permits the downlink to be operated in most countries of the world.

The downlink enables the network to send data and information to the Beacon or to a device connected to the Beacon. Some applications for this service include remote control of equipment, disabling of stolen vehicles (in order to facilitate recovery of the vehicle) and low cost data links. 

For more information about the Company’s technology, reference CLTI’s White Paper found at
www.cell-loc.com.

About Cell-Loc Location Technologies Inc.

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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