United Protection Signs Purchase Agreement with U.S. Target

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S.

NEWS SERVICES/

    
    -   Acquisition will expand the Company's reach into the United States
    -   Combined pro forma revenues in excess of $120 million
    -   Syndicate of agents to raise up to $20 million to fund acquisition
    

EDMONTON, April 23 /CNW/ - S. Jorstad, Chairman, President and Chief Executive Officer of United Protection Security Group Inc. (TSXV: UZZ.V) (the "Company" or "United Protection"), a leading Canadian provider of security services and protection, systems, and monitoring services, announced today that further to the news release issued on January 29, 2008, the Company has entered into a share purchase agreement to acquire a 75% interest in a private security services company based in the Southern United States (the "Target"). The consideration to be paid for the interest in the Target will consist of: approximately USD$15.6 million to be paid in cash; approximately USD$3.1 million in the form of a convertible vendor financing note; the assumption of approximately USD$7.2 million in indebtedness; and other liabilities which amounts will be confirmed prior to closing. Under the terms of the agreement, United Protection also has a five-year option to acquire the remaining 25% interest at a defined valuation multiple. The acquisition, which is anticipated to close on or before May 30, 2008, is expected to be funded through a new equity financing by United Protection. The name of the Target has been withheld, pending completion of formal documentation and closing. The transaction will allow United Protection to access the U.S. market and also dramatically increase the Company's size and revenues.

Mr. S. Jorstad states "This acquisition will add approximately $100 million in annualized revenues and access to a number of the fastest growing U.S. states and will add over 2,500 new security professionals to our existing team, and we are pleased to have the commitment from the existing senior management team of the Target to integrate and grow the U.S. business base."

During the 2007 fiscal year, United Protection had revenues of approximately $22.5 million, net income of $0.6 million and earnings before interest, taxes, depreciation and amortization ("EBITDA") of $1.2 million. During the same period, the Target had revenues of approximately $98.7 million, net income of $4.8 million and an EBITDA of $9.0 million. United Protection is currently in the process of conducting due diligence on the Target's financials.

The acquisition is subject to, among other things, confirmatory due diligence by United Protection, requisite regulatory approvals, including approval of the TSX Venture Exchange, and completion by the Company of a private placement financing in order to provide required financing for the acquisition.

United Protection has engaged a syndicate of agents, co-led by Clarus Securities Inc. and Paradigm Capital Inc., in connection with a proposed private placement of subscription receipts (the "Subscription Receipts") for gross proceeds of up to $20 million. The gross proceeds will be held in escrow pending, among other things, the closing of the acquisition. Each Subscription Receipt will be automatically exchanged for one unit, each unit consisting of one common share of United Protection and one half of one common share purchase warrant, without payment of any additional consideration, on the date of the closing of the acquisition. Pricing of the Subscription Receipts and of the purchase warrants will be in the context of the market. The net proceeds will be used to fund the acquisition and for general working capital purposes.

The agents will be paid a cash commission of 6.5% of the gross proceeds of the private placement and in addition will be granted a number of compensation options (the "Compensation Options") equal to 6% of the total number of Subscription Receipts sold pursuant to the private placement at an exercise price equal to the offering price of the Subscription Receipts. Each Compensation Option will entitle the holder to acquire one common share under the same terms and conditions as outlined above for a period of 24 months following the closing of the acquisition. Closing of the financing is anticipated on or before May 30, 2008. The agents will also be granted an option to increase the size of the financing by up to 10%.

About United Protection Security Group Inc.

United Protection Security Group Inc. is an established security protection company focused on high impact, high visibility, and high risk security situations, coupled with one of the broadest ranges of traditional private security services in the industry. As a Canadian leader in consulting, investigation and security services, United Protection Security Group Inc. is recognized as a fast growing security company with operations across Western Canada. The Company's shares trade on the TSX Venture Exchange under the symbol "UZZ".

The TSX Venture Exchange has neither approved nor disapproved the

information contained herein.

Certain statements contained in this press release constitute forward-looking statements. Forward-looking statements often, but not always, are identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "target" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. The forward-looking statements that are contained in this press release involve a number of risks and uncertainties. As a consequence, actual results might differ materially from results forecast or suggested in these forward-looking statements. Some of these risks and uncertainties include risks associated with obtaining funding and completing business plans, changes in the U.S. exchange rate, and other risks identified under the heading "Risk and Uncertainties" in the Management's Discussion and Analysis which can be found on SEDAR (www.sedar.com).

All dollar amounts in this press release are expressed in Canadian dollars unless stated otherwise.

Contacts

Fredy Ramsoondar
Chief Financial Officer
Tel: (780) 465-8101
fredy.ramsoondar@unitedprotection.com

Ali Mahdavi or Kevin O'Connor
Investor Relations
(416) 962-3300
amahdavi@genoa.ca
koconnor@genoa.ca