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Satnews Daily
May 22nd, 2017

Update as Norsat Notifies Hytera of Superior Proposal from Privet Fund Management LLC

Again in the news an update regarding Norsat International Inc. ("Norsat" or the "Company") (TSX: NII and NYSE MKT: NSAT), a provider of unique and customized communication solutions for remote and challenging applications, today announced that further to its news releases of September 19, 2016, March 17, 2017, March 27, 2017, April 17, 2017 and May 15, 2017, the Special Committee comprising all of the Independent Directors of the Board of Directors, in consultation with the Company's legal and financial advisors, have reviewed and considered an updated unsolicited proposal from Privet Fund Management LLC ("Privet") to acquire the Company for cash consideration of US$11.00 per share (the "Privet Proposal").  The Independent Directors have determined that the Privet Proposal constitutes a "Superior Proposal" as defined in the Arrangement Agreement with Hytera (the "Arrangement Agreement").  

Norsat has delivered written notice to Hytera of the determination of the Independent Directors.  Hytera now has a period of five business days (the "Right to Match Period") to offer to amend the terms of the Arrangement Agreement.  Hytera is under no obligation to make such an offer, but if they offer to amend the Arrangement Agreement and the Independent Directors determine that the proposal of Privet ceases to be a Superior Proposal, Norsat will enter into an amendment of the Arrangement Agreement and implement the amended offer.  If Hytera does not offer to amend the Arrangement Agreement, or offers to amend but the Privet Proposal remains a Superior Proposal, Norsat intends to accept the Privet Proposal and enter into a definitve agreement, terminate the Arrangement Agreement and pay Hytera the termination fee of US$2.0 million, all in accordance with the terms of the Arrangement Agreement.  However, a definitive agreement with Privet can only be executed by Norsat after approval from the Industrial Technologies Office representing the Strategic Aerospace and Defence Initiative program. Further, any transaction with Privet would be subject to shareholder and all required regulatory approvals.

The Right to Match Period expires on May 25, 2017.

At this time, there can be no assurance that the Privet Proposal will lead to the termination of the Arrangement Agreement and the execution of a definitive agreement with Privet, or that the transaction contemplated by the Privet Proposal will obtain all necessary approvals or be consummated.