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Nuvolt Corporation Announces Completion of Debt Conversion and Private Placement

LEVIS, QUEBEC -- (Marketwired) -- 02/26/14 -- Nuvolt Corporation Inc. ("Nuvolt") (TSX VENTURE: NCO) is pleased to announce the completion of its previously announced non-brokered private placement of 40,000,000 units of Nuvolt (the "Units") at a price of $0.05 per Unit to a group of investors comprised notably of AM Total Investments (general partnership) ("AM Total"), an entity controlled by the Dallaire family, Gestion Jean Guilbault Inc. ("Gestion Guilbault"), an entity controlled by Jean Guilbault, and Placements Moras Inc., an entity controlled by Pierre Gingras (collectively, the "Investors"), for gross proceeds, initially, of $2 million (the "Private Placement"). Each Unit was comprised of one common share of Nuvolt (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share at a price of $0.075 per Common Share, for a period of 36 months. The net proceeds of the Private Placement will be used to fund Nuvolt's R&D activities, the development of its sales markets and for general corporate purposes.

As a condition precedent to the Private Placement, Nuvolt restructured an aggregate amount of $2,858,536.34 of outstanding debts and, with the consent of its creditors which included the Investors, amended its existing debt instruments and converted same into 46,836,576 new Common Shares issued from Nuvolt treasury (the "Debt Conversion").

The completion of the Private Placement and the Debt Conversion resulted in the creation of two new "control persons" (as defined under the policies of the TSX Venture Exchange), being AM Total and Gestion Guilbault, which holdings, pursuant to the various transactions, is as follows:


----------------------------------------------------------------------------
                Holding prior to Private
                      Placement and Debt          Debt
                              Conversion    Conversion             Sub-Total
            ----------------------------              ----------------------
                   Numbers             %                    Numbers        %
----------------------------------------------------------------------------
Gestion
 Guilbault       1,900,313            13    26,391,253   28,291,577       46
----------------------------------------------------------------------------
AM Total         1,335,000             9     9,353,698   10,688,696       17
----------------------------------------------------------------------------

----------------------------------------------------------------------------
                Private
              Placement           Total I/O   Warrants               Diluted
                       --------------------           ----------------------
                           Numbers        %                 Numbers        %
----------------------------------------------------------------------------
Gestion
 Guilbault    4,581,395 32,872,961       34  5,581,395   38,454,356     28.2
----------------------------------------------------------------------------
AM Total     23,406,977 34,095,675       36 27,906,977   62,002,652     45.6
----------------------------------------------------------------------------

In connection with the completion of the Private Placement and the Debt Conversion, the board of directors of Nuvolt approved an amendment (the "Option Plan Amendment") to the stock option plan of Nuvolt, which results in the increase of the number of Common Shares reserved for issuance thereunder from a maximum of 10% of the issued Common Shares at the time of any grant, to 14 403 755 Common Shares, being 15% of the issued Common Shares as at the date of implementation of the amendment.

The implementation of the Option Plan Amendment is subject to certain conditions, including the obtaining of the disinterested shareholders' approval, which Nuvolt will seek to obtain at the annual and special meeting of Nuvolt shareholders to be held at Complexe Jules-Dallaire, building T3, located at 2820 Boulvard Laurier 13th floor in the City of Quebec, on March 18, 2014, at 4:00PM (Quebec time), and other customary regulatory approvals.

Further to the closing of the Private Placement, Nuvolt has confirmed the previously announced appointment, on an permanent basis, of Mr. Pierre-Andre Meunier as President and Chief Executive Officer of Nuvolt. Messrs. Jean Lambert and Francis Bois, have stepped down as directors of Nuvolt and been replaced by Messrs. Pierre-Andre Meunier and Michel Berthelot. Pierre Gingras, Jean Guilbault and Michel Montreuil will continue as director of Nuvolt.

Upon closing of the private placement, the employment agreement of Mr. Michel Montreuil, Vice-President, Technologies, has been amended and Nuvolt has agreed to grant 3,750,000 stock options to Mr. Montreuil which will vest after three years at an exercise price of $0.05 per option, subject to shareholder approval. Concurrently, Nuvolt has also entered into an employment agreement with Mr. Pierre-Andre Meunier and Nuvolt has agreed to grant 4,801,251 stock options to Mr. Meunier which will vest after three years at an exercise price of $0.05 per option, subject to shareholder approval. For further details regarding such agreements, shareholders are invited to consult the management information circular dated February 24, 2014 and filed by Nuvolt on SEDAR at www.sedar.com.

About Nuvolt Corporation Inc.

Nuvolt has developed a unique expertise, along with patented technologies in the field of real-time monitoring and predictive management of electrical failures. Its SmartScan™ system converts analogue power related data into actionable knowledge and business intelligence (BI), providing operations executives the ability to prevent equipment failures and production downtime thereby reducing mission critical system failures. Additional benefits include reducing fire risks and increasing machine lifecycles, while keeping service costs in line. Furthermore, the complete suites of Agrivolt™ products are respected references in the detection, management and mitigation of leakage current. It has been proudly serving the agriculture market for more than 20 years and is still providing proven productivity benefits to its international customers. www.nuvolt.ca

Certain statements contained in this press release constitute forward-looking information. Such statements are based on the current expectations of management. You are cautioned that such statements can be subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking information. The reader should not place undue reliance on the forward-looking information included in this press release given that (i) actual results could differ materially from a conclusion, forecast or projection in the forward-looking information, and (ii) certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information could prove to be inaccurate. There is no guarantee that the proposed Private Placement can be completed on the terms described in this press release. The Private Placement is still subject to the entering into of definitive agreements and various conditions, as described in this press release. These statements speak only as of the date they are made, and Nuvolt assumes no obligation to revise such statements as a result of any event, circumstance or otherwise, except in accordance with law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contacts:
Dominique Dion
Chief of Finances
(418) 833-0773 x227
(418) 833-4055 (FAX)

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