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Star Navigation Systems Group Ltd.
Star Navigation Announces TSX-V Notice to Comply
Published Mar 5 2009
4 min read

Star Navigation Announces TSX-V Notice to Comply

TORONTO, March 5 /CNW/ - Star Navigation Systems Group Ltd. (TSX-V: SNA) ("Star" or the "Company"), a leading edge technology company focused on providing Aerospace Solutions, both hardware and software platforms to assist aviation operators worldwide, announces that it has been placed on Notice to Comply by the TSX Venture Exchange Inc. (the "Exchange").

The Exchange conducted a review of Star's disclosure policies and noted some anomalies, errors and omissions. Star has accepted all the recommendations, has taken corrective action and has put in place policies, controls and checks that will make sure no such errors, omissions or mistakes will be repeated. Star appreciates the diligence of the Exchange's Compliance Division in assisting Star to improve its corporate governance.

The Exchange has found that Star had contravened several of the Exchange's
policy requirements including but not limited to:

-  The omission of some material information concerning certain terms and
   conditions of certain contracts/agreements, shipments and
   installations, provision of updating disclosure of prior announcements
   and use of overly promotional words and phrases in certain press
   releases; Star issued a comprehensive press release updating and
   clarifying these issues on March 12, 2008.
-  The exercise of 2,294,346 stock options in 2008 in lieu of debt. This
   resulted from Star's administrative procedures and not from any intent
   to exchange shares for debt in contravention of Policy. Star has
   amended its procedure with respect to option exercise in order to
   fully comply with the intent of the Policy.
-  The issuance of 150,605 shares for debt (such debt being in the amount
   of $22,306) without Exchange approval. TSX-V approval has now been
   granted and Star has amended its formal procedure in this regard.
-  A failure to file a submission for a prior Investor Relations
   agreement and the failure to disclose the termination of the prior
   agreement.
-  The omission of certain management compensation disclosure as required
   by the Exchange's Policies. Such disclosure is now being made in the
   Company's interim and annual filings.
-  An accrual error regarding prior management compensation. This had
   been amended in the Audited Annual Financial Statements dated June 30,
   2008.

In response to the matters raised by the Exchange, Star has instituted the
amended internal policies referred to above. In particular, Star has taken the
following action:

-  Creation of a Corporate Governance Committee of the Board of
   Directors.
-  Creation of an Internal Disclosure Committee comprised of the CEO,
   CTO, Corporate Counsel and In-House Counsel.
-  Amendment of policies and procedures relating to press releases. This
   includes, in part, the adoption of a detailed written disclosure
   policy and a process requiring the approval of the each of the CEO,
   CTO and counsel prior to issue of any press release.
-  Amendment of policies and procedures concerning stock option exercises
   and share issuances.

As well, the CEO has agreed to attend an Exchange Workshop dealing with management responsibilities and corporate governance.

In addition, Star is presently engaged in hiring a CFO as the Company's CFO functions are currently be handled by the CEO which is not allowed pursuant to the Exchange's Policies. An announcement regarding the hiring of a CFO should be forthcoming in short order.

The Exchange has advised that it will not be taking further action at this time regarding the contraventions of Exchange requirements. However, any further violations of Exchange requirements may result in a review being commenced and applicable further action being initiated by the Exchange against Star and its management, officers and directors.

Star sincerely regrets the contraventions of the Exchange's policies and requirements and will use its best efforts to ensure that they will not occur in the future.

About Star Navigation:

Star Navigation Systems Group Ltd.(www.star-navigation.com) owns the exclusive worldwide license to its proprietary, patented In-flight Safety Monitoring System, the first system in the world to feature in-flight data-analysis, monitoring and diagnostics with a real-time connection between aircraft and ground. Its real-time capability of tracking performance-trends and predicting incident-occurrence enhances aviation safety and improves fleet management while reducing costs for the operator.

Certain statements contained in this News Release constitute forward-looking statements. When used in this document, the words "may", "would", "could", "will" and similar expressions, as they relate to Star or its management are intended to identify forward-looking statements. Such statements reflect Star's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause Star's actual performance or achievements to vary from those described herein. Should one or more of these factors or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Star does not assume any obligation to update these forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of the content of this
release.

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