PASSUR® Aerospace, Inc. Announces Private Placement of Common Stock and Reduction of Outstanding Debt

STAMFORD, Conn., May 9, 2011 /PRNewswire/ — PASSUR Aerospace, Inc. (OTC Bulletin Board: PSSR) (“PASSUR” or the “Company”), a business intelligence software and solutions company, today announced that it has entered into definitive agreements to issue 2,413,692 new shares of its common stock to certain accredited investors, including certain members of the Board of Directors of the Company. After the placement is closed, the Company’s debt will be reduced by $10MM to $4,814,880.

The Company will sell 687,500 shares of common stock to non-affiliated investors at a price of $4.00 per share, and 357,144 shares of common stock to three directors at a price of $4.20 per share, resulting in aggregate gross proceeds of $4,250,000 in cash for a total of 1,044,644 shares. In addition, PASSUR has entered into a debt conversion agreement with G.S. Beckwith Gilbert, the Company’s significant shareholder and Chairman, pursuant to which the Company will issue 1,369,048 shares of common stock in exchange for $5,750,000 in outstanding debt held by Mr. Gilbert, at an effective price of $4.20 per share, and repay $4,250,000 in outstanding debt held by Mr. Gilbert.

As part of the transaction, Mr. Gilbert has agreed to extend the remaining $4,814,880 principal balance of the outstanding debt held by him for an additional three years to November 1, 2014. The existing $14,814,880 note held by Mr. Gilbert currently matures on November 1, 2011.

The shares of common stock sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.