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BFD INDUSTRIES ISSUES STATEMENT ON WARRANTS

 MARKHAM, Ontario, Feb. 1 /PRNewswire/ - BFD Industries Inc. announced today that its board of directors has determined to extend the expiration date of certain outstanding common share purchase warrants to a date to be determined as outlined below, but in any event, not later than March 1, 1993.
 These warrants, exercisable into common shares at $3.15 per common share, formed part of the 1,000,000 units private placement announced on Dec. 24, 1991. The common shares and warrants comprised in these units are currently subject to a Cease Trade Order issued Nov. 13, 1992 by the British Columbia Superintendent of Brokers (the "Superintendent") and, as such, the warrants cannot currently be exercised.
 The Vancouver Stock Exchange has indicated it will not, in the circumstances and subject to specific conditions being satisfied, object to such an extension. The circumstances giving rise to the Cease Trade Order issued Nov. 13, 1992, which circumstances have been previously outlined in the company's news release dated Aug. 5, 1992, and the decision of the board of directors to extend the expiration date of the Warrants, is set forth below.
 Previously, on Aug. 5, 1992, the company announced that it had brought to the attention of the Superintendent certain possible irregularities relating to both the above-noted private placement and a prior private placement announced on July 22, 1991. In particular, the Superintendent was advised that a certain portion of each of these private placements was acquired or to be acquired by undisclosed purchasers, some of whom were insiders of the company. The acquisition of such securities by the undisclosed purchasers was effected by the assignment of beneficial interest in the securities by the original placees to others and, where applicable, the subsequent exercise, in whole or in part, of certain common share purchase warrants comprised in the securities. Additionally, some securities were subscribed for by certain placees on behalf of undisclosed third parties, some of whom were insiders of the company.
 On Nov. 13, 1992 the Superintendent issued a Cease Trade Order in respect of all of the securities issued pursuant to the above private placements pending resolution of concerns relating to potential regulatory non-compliance in respect of the issuance of these securities. Extensive discussions have ensued with the Superintendent in an effort to resolve these concerns. An agreement in principle has now been reached with the Superintendent whereby the Superintendent will consider a revocation of the Cease Trade Order issued Nov. 13, 1992, such revocation being conditional upon, among other things, the company undertaking the following measures:
 1) the preparation and dissemination of this news release,
 2) the provision of information satisfactory to the Superintendent relating to the identity of all purchasers in respect of each private placement and the availability, or otherwise, of exemptions from the prospectus and registration requirements of the Securities Act (British Columbia) with respect to these private placements,
 3) the delivery to each purchaser of such disclosure documentation as is acceptable to the Superintendent, and
 4) the provision to each purchaser of a right to rescind their purchase and to require the company to return any subscription funds previously provided by the purchaser to the company pursuant to their subscription.
 As certain of the warrants comprised in the units issued pursuant to the private placement announced Dec. 24, 1991 expire on Jan. 30, 1993 they currently cannot be exercised by or on behalf of the purchasers due to the Cease Trade Order issued Nov. 13, 1992 and currently in effect, the board of directors of the company has determined to extend the expiration date of these warrants in order to provide the company with sufficient time to satisfy the concerns and requirements of the Superintendent and to have the above Cease Trade order revoked prior to the expiration of the warrants.
 The Superintendent and the Vancouver Stock Exchange have each indicated they would not object to an extension of the expiration date of these warrants to the earlier of the 15th business day following the revocation of the above Cease Trade Order and March 1, 1993, providing the measures previously outlined are taken by the company. The company is proceeding forthwith to satisfy the concerns and requirements of the Superintendent.
 In addition, the company and members of its management may also be subject to administrative penalties and enforcement action by the British Columbia Securities Commission relating to these matters.
 As previously announced by the company on Jan. 26, 1993, the holders of certain Secured Promissory Notes of the company in the aggregate principal amount of US$3,500,000, due April 29, 1993, issued in connection with the acquisition of Alpha Pro Tech Inc., have notified the company of their election to receive payment in cash of the full amount owing thereunder. Pursuant to the terms of the Notes, the holders thereof had the option of receiving common shares of the company at a deemed issue price of US$3.50 per share in lieu of cash.
 As a result of this election by the holders of the Notes to receive cash, the US$3,500,000 obligation under the Notes will be due and payable on April 29, 1993.
 The company further advises that the proceeds of exercise of any warrants referred to above will be applied to the company's payment obligations under the Notes.
 -0- 2/1/93
 /CONTACT: Alexander Millar of BFD Industries, 416-479-0654/


CO: BFD Industries Inc. ST: Ontario IN: SU:

WB -- NY074 -- 1395 02/01/93 12:56 EST
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Date:Feb 1, 1993
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