Mr. Jim Girard reports

OSI GEOSPATIAL INC. ANNOUNCES SPECIAL SHAREHOLDERS' MEETING AND PLAN OF ARRANGEMENT

OSI Geospatial Inc. plans to complete a share consolidation by way of a court-approved plan of arrangement. The transaction provides, among other things, that each Class B Series 2 preference share held by a preferred shareholder will be converted into common shares of the company at a conversion rate of 156.667 common shares per preferred share, and all issued and outstanding common shares will be consolidated on a 250,000-to-1 basis. Common shareholders holding less than one postconsolidation common share will be paid six cents in cash, representing a 33-per-cent premium on market per preconsolidation common share held by them.

Due to the continuing cost of being a public company and the severe competitive disadvantage that the company faces as a result of the information it provides its much larger competitors through its disclosure record, the directors have determined that it is in the best interest of the company to cease to be a reporting issuer. To do that, the company must reduce the number of its shareholders to below 50 in Canada, with no more than 15 in any one jurisdiction of Canada. After considering all of its alternatives, the board of directors has determined that the transaction is the best alternative available to the company to achieve that goal.

Further details regarding the transaction will be provided in a management information circular dated May 16, 2012, which will be mailed to shareholders of the company in connection with the company's special shareholders meeting to approve the transaction and will be filed on SEDAR. The meeting will be held on June 21, 2012. The transaction is expected to close shortly thereafter.

The company's board of directors has unanimously approved the transaction and will recommend approval to the company's shareholders at the meeting. The transaction requires 66-2/3-per-cent approval by all shareholders of OSI as well as a majority approval of the common shareholders after excluding insiders of the company. Insiders include directors, officers and shareholders owning greater than 10 per cent of the company. The transaction is also subject to approval by the TSX Venture Exchange and other regulatory agencies, in addition to court approval by the Supreme Court of British Columbia.

We seek Safe Harbor.