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

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The premier manufacturer of hi-powered LED products sold under the Stealth Grow brand is expected to provide Phototron with a new revenue stream and increase sales through marketing synergies.

This LOI is a significant step forward for both companies.

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, Phototron’s 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 Phototron’s innovative hydroponic grow systems with Stealth Grow’s 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 Phototron’s 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 Phototron’s and SGT’s respective boards of directors.

About SG Technologies Corp (Stealth Grow LED)
SG Technologies Corp is the leading North American manufacturer of hi-powered LED (Light Emitting Diode) grow light products for indoor horticulture, sold under the brand name “Stealth Grow LED.” Stealth Grow provides USA engineered, energy efficient and “green” technology for healthy and abundant indoor gardening. Stealth Grow LED products are available through more than 2,500 hydroponic retailers, and online resellers in the USA and Canada. Stealth Grow LED products will be available in European Community retailers in late Spring 2012. To purchase directly from Stealth Grow or locate the nearest retailer, visit or contact us by phone at 800-770-9788.

About Phototron Holdings, Inc.
Phototron Holdings, Inc. (OTCBB: PHOT) (OTCQB: PHOT) designs and manufactures cutting-edge indoor mini-greenhouses capable of year-round growth of herbs, vegetables, flowers, fruits and medicines, better, stronger and faster than traditional farming methods. The Phototron Hydroponic Indoor Grow System, commonly called grow boxes, is built upon decades of research on the optimal temperature, light, water and nutrient needs of plants. The Phototron System uses proprietary lighting that mimics the sun's rays to grow nutrient-rich, pesticide-free, eco-friendly crops faster and in more bountiful quantities than those of traditional gardening methods, resulting in fruits and vegetables of superior taste and quality. Phototron supports the sale and use of its products to the home medical marijuana market, where compliant with applicable laws. Phototron also supplies a full range of parts, accessories and advanced nutrients to more than 50,000 customers.

For comprehensive investor relations material, including fact sheets, presentations conference calls and video, please follow the appropriate link: Investor Presentation, Investor Portal and Investor Fact Sheet.

Phototron systems and accessories are available for purchase from the Company’s website at: For more information about indoor growing, or to purchase or inquire about carrying Phototron products, call (800) 651-2837 or go to

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.

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Todd Denkin
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