CAMBRIDGE - COM DEV International Ltd. has entered into an agreement with a syndicate of underwriters led by Genuity Capital Markets and including GMP Securities L.P. and Paradigm Capital Inc. Under the agreement, the syndicate has agreed to purchase 6,780,000 common shares from the Company at a price of $2.95 per common share, representing an aggregate amount of issue of $20,001,000. The Company has extended to the underwriters the option, until 30 days following closing, to purchase up to an additional 1,017,000 common shares at the same offering price. The transaction is subject to receipt of all necessary regulatory and stock exchange approvals.

Net proceeds of the offering will be used to pursue strategic opportunities, including progressing the commercialization of COM DEV's Automatic Identification System (AIS) technology. Closing is expected on or about February 26, 2009.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.