Phototron Holdings, Inc. (OTCBB: PHOT) (OTCQB: PHOT), the hydroponic growing systems company behind the “ grow your own” revolution, today announced that in accordance with its previously announced letter of intent, Phototron has signed a definitive agreement and plan of merger (the “Merger Agreement”) to acquire SG Technologies Corp, a leading manufacturer of hi-powered light emitting diode (“LED”) products for indoor horticulture (the “Merger”). “This merger with SG Technologies is a major milestone for Phototron,” said Craig Ellins, Phototron’s CEO. “We believe the merger will significantly expand our current product offering and provide additional financial strength as we look to integrate the Stealth Grow line, which is well respected in the industry.” SG Technologies sells products under the highly recognized “Stealth Grow” brand. SG Technologies is comprised of a team of experienced horticulturists and engineers who have worked to bring LEDs to the forefront of indoor horticulture by creating a superior line of LED grow lights. “We believe that combining our operations will create a win-win for both the long established Phototron and Stealth Grow brands,” said Sterling Scott, CEO of SG Technologies. “As I increase my role at Phototron post-merger, I look forward to implementing various strategic growth opportunities and sales initiatives that will benefit our loyal customers and enhance stockholder value.” The closing of the Merger is subject to several conditions, including, without limitation, the approval of the Merger by the holders of a majority of SG Technologies’ outstanding shares of common stock and the absence of demands for or entitlement to dissenters’ rights with respect to the Merger. There can be no assurance that the conditions to the closing of the Merger will be satisfied, or that the Merger will be consummated. If all conditions to the closing of the Merger are satisfied, Phototron anticipates that the Merger will close within the second quarter of 2012.