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Rubincon Ventures and API Electronics Group Announce Merger Agreement

BELLINGHAM, WA--(MARKET WIRE)--Mar 27, 2006 -- Rubincon Ventures, Inc. (OTC BB:RBCV.OB - News), and API Electronics Group Corp. (OTC BB:AEGCF.OB - News), today announced that they have signed a Letter of Intent to enter into a merger agreement. The agreement between the two companies provides that shareholders of API Electronics are to receive ten (10) shares of Rubincon Ventures for every one (1) share of API. It is further proposed that the new entity created by this merger will be known as API Nanotronics Corp. ("the Company") as this name best exemplifies the business of the combined companies.

Phillip DeZwirek, Chairman and Chief Executive Officer of API Electronics Group, stated that "We are thrilled with this opportunity to combine with Rubincon, which will not only give API access to capital, but will also open up new doors for API in the area of nanotechnology. The new Company will benefit from the expertise of world renowned nanotechnology scientist, Prof Martin Moskovits, who is an advisor to Rubincon and who will be identifying potential nanotechnology investments and acquisition opportunities. Nanotechnology will allow the Company to build better, stronger, more durable components more efficiently. Not only will API Nanotronics be well positioned to identify nanotechnology opportunities, but also by leveraging API's existing sales and distribution channels, API will be able to bring nanotechnology products to market at an accelerated pace. This merger should expand our product portfolio by opening multiple new market opportunities in the defense, aerospace and telecommunications industries for new nanotechnology electronic applications."

API management will manage the combined company and the board of directors will be controlled by API nominees. The completion of the transaction, which is subject to the approval of the shareholders of both companies and the completion of required documentation, is anticipated to move ahead rapidly with exact dates to be disclosed as soon as relevant information becomes available.

It should be noted that both Jason DeZwirek and Phillip DeZwirek, the principal shareholders of API, have agreed to vote in favor of the proposed transaction.


API Electronics Group Corp., through its wholly owned subsidiaries API Electronics Inc., Filtran Group and TM Systems, is engaged in the manufacture of electronic components and systems for the defense and communications industries. With a growing list of blue chip customers, including Honeywell/Allied Signal, General Dynamics, Lockheed Martin and numerous other top technology-based firms around the world, API regularly ships off-the-shelf and custom designed products to clients in more than 34 countries. API owns state-of-the-art manufacturing and technology centers in New York, Connecticut and Ontario, Canada, and has manufacturing capabilities in China and a distribution center in Britain. API Electronics trades on the OTC Bulletin Board under the symbol AEGCF. For further information about Filtran Group and API Electronics, please visit the company websites at www.filtran.com and www.apielectronics.com.

Safe Harbor for Forward-Looking Statements:

Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Rubincon Ventures, Inc. and/or API Electronics Group Corp. and its subsidiaries and affiliates have little or no control.

Rubincon Ventures, Inc.
Guy Peckham, Director