Cell-Loc Location Technologies Inc. Clarifies Certain Facts on Reorganization Transaction and Non-Dilutive Financing to Net $...

Cell-Loc Location Technologies Inc. (TSX VENTURE:XCT) ("Cell-Loc"), is issuing
this news release at the request of the TSX Venture Exchange to clarify certain
facts with respect to the recently announced proposed reorganization
transaction.


Pursuant to the proposed reorganization transaction and on the effective date of
the reorganization transaction ("Effective Date"):




a.  Cell-Loc will transfer all of its assets and all of its liabilities to a
    new company to be created under the Business Corporation Act (Alberta)
    ("New Cell-Loc"); and 
b.  the current Cell-Loc shareholders will receive New Cell-Loc common
    shares on a pro rata basis consistent with their relative percentage
    holdings of current Cell- Loc common shares immediately prior to giving
    effect to the reorganization transaction (i.e. each current Cell-Loc
    Common share will be exchanged for one New Cell-Loc common share). 


Upon completion of the proposed reorganization transaction:

--  New Cell-Loc will have the same board of directors and management of
    Cell-Loc and conduct the same business formerly conducted by Cell-Loc,
    with the same assets and liabilities of Cell-Loc; 
--  New Cell-Loc will have the same shareholders that Cell-Loc formerly had,
    each with the same relative percentage shareholdings that they formerly
    held in Current Cell-Loc (i.e. the current Cell-Loc shareholders will
    own 100% of the shares of New Cell-Loc); 
--  New Cell-Loc will have received a net cash infusion of approximately
    $900,000 from an arm's length party in a non-dilutive financing; and 
--  New Cell-Loc will not have access to the benefit of Cell-Loc's current
    tax pools. 



The Proposed Transaction is subject to various commercial conditions including
the receipt of required regulatory approvals, which include the approval of the
TSX Venture Exchange (the "Exchange") to the listing of the New Cell-Loc common
shares on the Exchange in lieu of the current common shares of Cell-Loc. The
Proposed Transaction is also subject to the approval of the court and of 66.67%
of the votes cast by shareholders of Cell-Loc at the shareholder meeting which
will be called to approve the Proposed Transaction. An information circular
containing a full description of the Proposed Transaction is expected to be
mailed to the holders of common shares of Cell-Loc in early November, 2011 with
the meeting expected to be held in late November, 2011. The closing of the
Proposed Transaction is expected to occur in late November, 2011.


Complete details of the terms of the Plan of Arrangement that will implement the
Proposed Transaction are set out in the Arrangement Agreement that will be filed
by Cell-Loc on SEDAR at www.sedar.com.


About Cell-Loc

Cell-Loc is an intellectual property company that has a proprietary technology
designed for deployment of wireless data transmission and location based
services. The Company has installed a commercial network in Sao Paulo, Brazil
where its technology is being deployed for stolen vehicle recovery services
within that network. Cell-Loc is currently in the engineering design and
development phase whereby its technology will be deployed for telemetry markets
that can be serviced by an existing network or customized as a stand- alone low
cost line of sight network application.


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Forward Looking Information

This press release contains certain forward-looking statements and
forward-looking information ("forward-looking information") within the meaning
of applicable Canadian securities laws. Forward-looking information is often,
but not always, identified by the use of words such as "anticipate", "believe",
"plan", "intend", "objective", "continuous", "ongoing", "estimate", "expect",
"may", "will", "project", "should" or similar words suggesting future outcomes.
In particular, this press release includes forward-looking information relating
to the anticipated completion of the Proposed Transaction. Cell-Loc believes the
expectations reflected in such forward-looking information are reasonable but no
assurance can be given that these expectations will prove to be correct and such
forward-looking information should not be unduly relied upon.


Forward-looking information is based on various assumptions. Those assumptions
are based on information currently available to Cell-Loc. Forward-looking
information is not a guarantee of future performance and involves a number of
risks and uncertainties some of which are described herein. Such forward-looking
information necessarily involves known and unknown risks and uncertainties,
which may cause actual events or results in future periods to differ materially
from any projections of future performance or results expressed or implied by
such forward-looking information. Any forward-looking information is made as of
the date hereof and, except as required by law, Cell-Loc assumes no obligation
to publicly update or revise such information to reflect new information,
subsequent or otherwise.

Cell-Loc Location Technologies Inc. (TSXV:XCT)
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