Rubincon Ventures and API Electronics Group Sign Definitive Merger Agreement

BELLINGHAM, WA--(MARKET WIRE)--May 8, 2006 -- Rubincon Ventures, Inc. (OTC BB:RBCV.OB - News), and API Electronics Group Corp. (OTC BB:AEGCF.OB - News), today announced the signing of a definitive agreement to merge in an all-stock transaction that was previously announced on March 27th, 2006. The closing of the transactionis subject to approval by shareholders of each company, regulatory approvals and other customary closing conditions.

The agreement between the two companies provides that shareholders of API Electronics are to receive ten (10) shares of Rubincon Ventures for every one (1) share of API or ten (10) shares of a newly created class of exchangeable shares of its wholly owned subsidiary, for each API common share. The new entity created by this merger will be known as API Nanotronics Corp., as this name best exemplifies the business of the combined companies. API management will manage the combined company and the board of directors will be controlled by API nominees.

Phillip DeZwirek, Chairman and Chief Executive Officer of API Electronics Group, stated that, "With the definitive agreements now signed, the entire management team of API is looking forward to the final closing of this very exciting transaction. API Nanotronics will be well positioned to further consolidate our sector and bring nanotechnology product solutions to our customers at an accelerated pace."

ABOUT API ELECTRONICS

API Electronics Group Corp., through its wholly owned subsidiaries API Electronics Inc., Filtran Group and TM Systems, is engaged in the manufacture of electronic components and systems for the defense and communications industries. With a growing list of blue chip customers, including Honeywell/Allied Signal, General Dynamics, Lockheed Martin and numerous other top technology-based firms around the world, API regularly ships off-the-shelf and custom designed products to clients in more than 34 countries. API owns state-of-the-art manufacturing and technology centers in New York, Connecticut and Ontario, Canada and has manufacturing capabilities in China and a distribution center in Britain. API Electronics trades on the OTC Bulletin Board under the symbol AEGCF. For further information about Filtran Group and API Electronics, please visit the company websites at www.filtran.com and www.apielectronics.com.

Safe Harbor for Forward-Looking Statements:

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Rubincon Ventures, Inc. and/or API Electronics Group Corp. and its subsidiaries and affiliates have little or no control.

ON BEHALF OF THE BOARD

Rubincon Ventures, Inc.

Guy Peckham, Director