API Electronics Group and Rubincon Ventures Announce Shareholder Approval of Merger

New York, NY November 1, 2006 - API Electronics Group Corp. ("API") (OTCBB: AEGCF) and Rubincon Ventures, Inc. ("Rubincon") (OTCBB: RBCV) today announced that, at the Special Meeting of Shareholders for both API and Rubincon held on October 31, 2006, shareholders approved the merger of the two companies.

Upon the closing of the merger transaction, Rubincon will change its name to API Nanotronics Corp. and API shareholders will receive ten (10) shares of API Nanotronics for every one (1) share of API. API management will manage the combined company and the board of directors will be controlled by API nominees.

The closing of the transaction is subject only to the final review of the transaction registration statement by the Securities and Exchange Commission which is expected to occur in the coming weeks.

API Electronics Group Corp., through its wholly owned subsidiaries API Electronics Inc., Filtran Group, TM Systems and Keytronics, 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, please visit the company website at www.apielectronics.com.

Bakerview Investor Relations, Inc. at 1-800-961-7228


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