Raymor Industries approves an offer of private sector investment of 6.500.000 $ and one proposal amended with the creditors

MONTREAL, QUEBEC--(Marketwire - Dec 7, 2009) - Raymor Industries Inc. (“Raymor” or the “Company”) (TSX GROWTH: RAR) announces today that it approved a letter of dated December 4, 2009 offer describing the methods of an offer of private sector investment (the “Transaction”) of Georges Durst, Roland Veilleux as of other investors who will join the group of purchasers (collectively, the “Purchaser”) of an amount of 6.500.000 $ in favour of Raymor. The Transaction is conditional with the cancellation of all the titles of equity of the Company in circulation, including the actions, certificates scrip, options, purchasing right and application for shares and right of conversion into actions, for a face value, under the terms of a mechanism to the whole satisfaction of the Company, and the creation of new ordinary actions and privileged in accordance with the methods of the letter of offer.

To the Transaction closure, the Purchaser will subscribe to the new ordinary actions of the Company for a total counterpart of 6.500.000 $ minus the entire amount of the new preference share of the Company which will have been emitted under the terms of what follows: the holders of debts guaranteed of first rank and second-rate (convertible débentures) as well as the holders of tickets with request will have the option to receive with the fence is (I) a number corresponding of new actions privileged, at the price of 1$ per action to amount of the amount of their credit, capital and receivable and unpaid interest. The preference share will be not voters, nonparticipating, with a cumulative dividend of 4% and redeemable with the liking of the Company for the versed capital and unpaid dividend; or (II) a payment equivalent cash to the amount of their credit, capital and receivable and unpaid interest.

To make its recommendation with the board of directors of Raymor (the “Council”), the committee independent of the Company (the “Committee”) created dated September 24, 2009 to very seriously evaluate all the alternatives available to the Company (“Alternatives”), including the sale or the financing of the Company, if necessary, in the light of the current financial position of the Company, of its financing needs and the ordinance of prohibition of operations emitted by the Stock Exchange of growth TSX and the proper regulatory authorities in transferable securities, in particular based itself on an official evaluation report (the “Evaluation”) of Wise, Blackman S.E.N.C.R.L. (“Wise, Blackman”), appraiser independent expert, according to whom, dated September 30, 2009 and taking into account the limits, assumptions and reserves which are stated there, the right commercial value of the outstanding shares of the Company is null, like on an opinion of Wise, Blackman (the “Opinion”) according to which, dated December 7, 2009 and taking into account the limits, assumptions and reserves which are stated there, the Transaction is equitable, from a financial point of view, for Raymor and its interested parts.

The Committee took account of a great number of factors to make its recommendation with the Council, of which the following: (I) the Evaluation and the Opinion, (II) the precarious financial position of the Company, which accentuates the urgency of the situation and the need for short-term capital, (III) handing-over in question of quality of the historical financial information and lack of checked current financial statements, (iv) the existence of ordinances of prohibition, (v) the structure of the capital of the Company, and (VI) the absence of interest of investors or potential buyers. Moreover, the Committee took account owing to the fact that under the letter of offer, the Council preserves the capacity to examine, in certain circumstances and in accordance with its fiduciary obligations, of the proposals reasonably likely to be concluded and to be more favorable than the Transaction suggested, from a financial point of view, for Raymor and its interested parts, and to answer it. In addition, no allowance of not-realization and no refunding of expenditure engaged by the Purchaser are payable by Raymor with the Purchaser in these circumstances.

After the reception of the recommendation of the Committee, Opinion and Evaluation, and after having undertaken an closer examination and detailed Transaction and Alternatives, taken into account the interests of the interested parts, in accordance with the obligations of the Company as a socially responsible company, in particular the interests of the shareholders, the employees, the creditors, the consumers, of the government and the environment, no interest having precedence of the others, the Council determined that the Transaction is in the best interest of the Company and approved the Transaction.

In accordance with the Transaction, the Company will deposit in front of the court for approval an amended proposal of the proposal made with its dated April 15, 2009 creditors, approved by the creditors at the time of the assembly of the creditors of the Company on April 30, 2009 and approved by the Superior court of Quebec on May 1, 2009, such as previously announced in the press release of the Company of May 4, 2009. The Transaction is in addition prone to obtaining the required regulatory approvals, in particular of the Superior court of Quebec whose hearing is envisaged on December 17, 2009.

Certain declarations contained in this official statement comprise prospective statements. In this document, the use of the future or the conditional one makes it possible to recognize prospective statements. These statements reflect current waitings of the Company as for future events or conditions, in particular with regard to, financial position, the prediction turnover of measurements, plans or strategies futures. Certain important factors and assumptions were used to formulate our prospective conclusions and these statements. By their nature, these statements translate the sights, the opinions and the current assumptions of the direction and are fixed at the risks and uncertainties, are known or not including/understanding, without limiting itself to it, uncertainty to obtain the necessary regulatory approvals to give following the Transaction and to the amended proposal, in particular the approval of the Superior court of Quebec. Many factors could involve an important difference between our real achievements, our output and our results and those expressed or implied by these prospective statements. If one of these risks or one of these uncertainties were to be concretized, or if the assumptions subjacent with the forecasts or the prospective statements were incorrect, our real results could be appreciably different from those anticipated, believed, estimated or waited and such as they are described in this official statement. Unless being held by the law there, the Company declines any intention or obligation to update these prospective statements, whether it is in the light of new information, plans, events or others.

Wise, Blackman, which has acted like advising in evaluation near the business firms and of the public authorities for thirty years, in the long term carried out a very great number of evaluations of companies open and private companies to Canada and the United States. Courts of Canada and the United States recognized with many recoveries the expertise in evaluation of companies and transferable securities of the professionals of Wise, Blackman. Moreover, Wise, Blackman acted like advising professional near the authorities in transferable securities as regards evaluation of companies and intangible assets on several occasions.

IN THE NAME OF the BOARD OF DIRECTORS

Alfredo Perez

For more information on Raymor Industries, a company Nanotech 100, visit: http://www.raymor.com