EPV Solar Announces Second Extension of Private Debt Exchange Offer and Consent Solicitation...

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Mon Mar 30, 2009 6:58pm EDT

EPV Solar Announces Second Extension of Private Debt Exchange Offer and
Consent Solicitation Relating to Its 8% Convertible Senior Secured Notes due
2010

ROBBINSVILLE, N.J., March 30 /PRNewswire/ -- EPV Solar, Inc. (the "Company")
today announced that it has extended its private offer to exchange any and all
of its 8% Convertible Senior Secured Notes due 2010 (the "Old Notes") for new
1% Convertible Senior Secured PIK Notes due 2016 (the "New Notes"), shares of
its common stock and warrants to purchase shares of its common stock (the
"Exchange Offer"), and the related consent solicitation. 

The Exchange Offer was scheduled to expire at 11:59 p.m., New York City time,
on March 30, 2009. The Exchange Offer has been extended until 11:59 p.m., New
York City time, on April 13, 2009. As of 12:00 p.m., New York City time, on
March 30, 2009, the Company was advised by The Bank of New York Mellon, the
exchange agent, that an aggregate principal amount of approximately $18.1
million of the Old Notes, or 19.0% of the series, had been validly tendered.

The consummation of the Exchange Offer is conditioned upon the satisfaction or
waiver of the conditions set forth in the Offer to Exchange and Consent
Solicitation, dated February 4, 2009, as amended by Amendment Number 1 to the
Offer to Exchange and Consent Solicitation, dated March 3, 2009 (the "Offer to
Exchange"). Holders must validly tender and not withdraw their Old Notes on or
before the Expiration Date, as extended, to receive the Exchange Offer
consideration.

The Exchange Offer is being made only to "qualified institutional buyers" (as
defined in Rule 144A promulgated under the Securities Act of 1933, as amended
(the "Securities Act")) and "accredited investors" (as defined in Rule 501
promulgated under the Securities Act). 

The Company's obligation to accept any Old Notes tendered and to pay the
applicable consideration for them is set forth solely in the Offer to
Exchange. This news release is neither an offer to purchase nor a solicitation
of an offer to sell any securities, including the New Notes, the Company's
common stock, or warrants to purchase the Company's common stock. The Exchange
Offer is made only by, and pursuant to the terms set forth in, the Offer to
Exchange, and the information in this news release is qualified in its
entirety by reference to the Offer to Exchange. The securities, including the
New Notes, the common stock and the warrants, have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction, may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements, and
will therefore be subject to substantial restrictions on transfer. 

About EPV Solar

EPV Solar, Inc. is a New Jersey-based amorphous silicon thin-film solar module
developer and manufacturer and currently sells its product to customers in
grid-connected and off-grid markets in North America, Europe, and Asia
Pacific. The Company is developing its Building Integrated Photovoltaics
(BIPV) and Systems Integration sectors while pursuing its mission to remain
one of the world's lowest-cost producers of solar modules. 

SOURCE  EPV Solar, Inc.

Ren Jenkins, Vice President of Business Development of EPV Solar, Inc.,
+1-609-587-3000, ext. 1114, r.jenkins@epvsolar.com
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