| KINGSTON,
ON--Fuel Cell Technologies Corporation ("FCT"), announced today that FCT's
shareholders and optionholders passed a special resolution to approve the
Arrangement with Madison Pacific Properties Inc. ("Madison") at a Special
Meeting held on March 22, 2006. Under the terms of the Arrangement, FCT
will reorganize its business and receive an investment of $1,550,000 from
Madison.
In addition, FCT shareholders also
approved the three additional resolutions, the Vend-In Resolution, the
Continuance Resolution and the Borrowing Resolution as set forth in the
Management Information Circular. The Vend-In Resolution asked for shareholder
approval of the purchase by the Corporation from Madison of certain commercial
and industrial real estate property. The Continuance Resolution asked for
shareholder approval of the continuance of the Corporation to the jurisdiction
of the Canada Business Corporations Act (the "CBCA"), and the Borrowing
Resolution asked for shareholders to authorize the guarantee by the Corporation
of obligations of Madison under its credit facilities and the granting
of security for such guarantee.
FCT will now seek final approval
of the Court, and is expected to complete the transaction before the end
of March. Upon the completion of the Arrangement FCT will change its name
to MP Western Properties Inc. which will carry on a real estate business.
FCT Opco Inc. ("Opco"), which will carry on the solid oxide fuel cell ("SOFC")
business, will change its name to Fuel Cell Technologies Ltd. ("FCTL").
FCTL will be a reporting issuer under applicable securities legislation
in Ontario, and therefore be subject to the continuous disclosure obligations
imposed on a reporting issuer in Ontario. Certain other Provinces in Canada
have similar but not identical securities provisions that may apply to
have FCTL treated as a reporting issuer in those other jurisdictions. FCTL
has not and does not intend at this time to seek any assurances from any
securities regulators relative to its reporting issuer status in these
other jurisdictions. FCTL Common Shares are not listed on any exchange,
and there can be no assurance that any steps will be taken to obtain such
a listing.
Over the past decade, FCT has designed
and built custom fuel cell power systems. Fuel cell systems are the future
of power generation because of their environmental benefits and high efficiency.
FCT's 5kW SOFC systems are designed to operate on a variety of readily
available fuels and provide a highly efficient, environmentally friendly
method to produce on-site electricity and heat that can be used in a variety
of remote, commercial, industrial and residential applications.

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