FORMTable 6-Kof Contents

~~SECURITIES~~FORM ~~AND~~6-K ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~Report~~Washington, ofD.C. ~~Foreign~~20549 ~~Private Issuer~~

~~Pursuant~~Report toof ~~Rule~~Foreign ~~13a-16~~Private orIssuer ~~15d-16 of the~~

~~Securities~~Pursuant ~~and~~to Rule ~~Exchange~~13a-16 ~~Act~~or 15d-16 of ~~1934~~ the

~~For~~Securities ~~the~~and ~~month~~Exchange Act of ~~April,~~1934 ~~2006~~

~~API~~For ~~ELECTRONICS~~the ~~GROUP~~month ~~CORP.~~of October, 2006

API ELECTRONICS GROUP CORP. (Formerly: API Electronics Group Inc.)

(Translation of registrant’s name into English)

505 University Ave., Suite 1400, Toronto, Ontario M5G 1X3

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover form 20-F or Form 40-F:

Form 20-F X Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934:

Yes: No: X X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Relevant Event dated ~~April~~October 2811, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~API ELECTRONICS GROUP CORP. (Formerly API Electronics Group Inc.)~~		API ELECTRONICS GROUP CORP. (Formerly API Electronics Group Inc.)
Date: May 1, 2006	By:	/s/ Phillip DeZwirek
Date:	October 13, 2006		By:	/s/ Phillip DeZwirek
		Phillip DeZwirek, Chairman of the Board,
				Phillip DeZwirek, Chairman of the Board, Chief Executive Officer, Treasurer and Director
		Chief Executive Officer, Treasurer and Director

Management’sTable Discussionof and Analysis Contents

~~April 27,~~EQUITY ~~2006~~

~~The following sets out management’s discussion and analysis of our financial condition and results of operations for the nine months ended February~~Transfer 28, 2006 and 2005. All financial information is presented in U.S. Dollars. Our consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). The management’s discussion and analysis (“MD&~~A”)~~ ~~should~~Trust beCompany ~~read in conjunction with our annual consolidated financial statements and the accompanying notes for the year ended May 31, 2005.~~

~~Management’s~~Farzana ~~discussion~~Sheikh ~~and analysis is comprised of the following:~~

•Manager, ~~Forward~~Client ~~Looking~~Services ~~Information~~

•Telephone: 416.361.0930 ~~Corporate~~ext. ~~Overview and Outlook~~

•Email: fsheikh@equitytransfer.com ~~Results of Operations~~

•VIA ~~Quarterly~~ELECTRONIC ~~Financial~~TRANSMISSION ~~Information~~

•October 11, ~~Liquidity~~2006 ~~and Capital Resources~~

•TO ~~Off~~ALL ~~Balance~~APPLICABLE ~~Sheet~~EXCHANGES ~~Arrangements~~AND COMMISSIONS:

•Dear ~~Share~~Sir ~~Capital~~or Madam:

•RE: API ~~Risk~~ELECTRONICS ~~Factors and Risk Management~~GROUP CORP.

•We ~~Related~~are ~~Party~~pleased ~~Transactions~~to confirm that copies of the following materials were mailed to Registered and Non-Objecting Beneficial Shareholders on October 10, 2006.

•1. ~~Proposed~~Proxy ~~Transactions~~Statement/Circular

•2. ~~Critical~~Notice ~~Accounting~~of ~~Estimates~~Meeting to API Shareholders

•3. ~~Changes~~Letter into ~~Accounting~~API ~~Policies~~Shareholders

•4. ~~Impact~~Notice of ~~New Accounting Pronouncements~~Application

•5. ~~Financial~~Letter ~~Instruments~~of Transmittal and Election Form

•6. ~~Subsequent~~Return ~~Events~~Envelope for Letter of Transmittal

•7. ~~API Nanotronics Outlook~~Proxy

~~Forward~~8. ~~Looking~~Proxy ~~Information~~ return envelope

~~Certain~~Yours information in this MD&A and in other public announcements by the Company is forward-looking and is subject to important risks and uncertainties. Forward information includes information concerning the Company’s future financial performanceTruly, ~~business strategy, plans, goals and objectives.~~

~~Factors~~EQUITY ~~which~~TRANSFER & ~~could~~TRUST ~~cause~~COMPANY actual results to differ materially from current expectations include, among other things, the ability of the Company to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits; competitive conditions in the business in which the Company participates; changes in defense spending; general economic conditions and normal business uncertainty; fluctuations in foreign currency exchange rates; and changes in laws, rules and regulations applicable to the Company.

~~The Company does not update forward-looking statements should circumstances or management’~~/s/ ~~assumptions,~~Farzana ~~expectations,~~Sheikh ~~or estimates change.~~

~~Corporate~~Per: ~~Overview~~

APITable Electronics Group Corp. (“API” or “Company”) is a North American based company focused on the manufacture of specialized electronic components and microelectronic circuits. The corporate office of the Company is located in Toronto, Canada. Overviews of its subsidiaries are discussed below: Contents

• API ~~Electronics,~~ELECTRONICS ~~Inc.~~GROUP of Hauppauge, New York (“API Electronics”) is a leading designer and manufacturer of power transistors, small signal transistors, tuning diodes, hybrid circuits, resistor/capacitor networks, diodes, and other critical elements with precisely defined functional capabilities for advanced military, industrial, commercial, automotive and medical applicationsCORP. The company is a leading supplier of defense electronic components to the U.S. Department of Defense and its subcontractors as well as having a strong commercial user base. In March, 2004, the Company purchased certain assets of Islip Transformer & Metal Co. Inc. (“Islip”), a private company that supplies critical systems and components to the U.S. Department of Defense. In August 2005, the Company purchased certain assets of Sensonics, Inc. (“Sensonics”), a private company that supplies components to the U.S. Department of Defense. These acquisitions further augment API’s in-demand components and systems for both government and corporate clients.

•LETTER ~~The~~OF ~~Filtran~~TRANSMITTAL ~~Group~~AND ~~(“Filtran~~ELECTION ~~Group”),~~FORM ~~comprised~~FOR ofREGISTERED ~~Filtran~~HOLDERS ~~Inc.~~OF of Ogdensburg, New York and Filtran Limited of Nepean, Ontario, Canada, is a leading global supplier of superior quality electronic components to major producers of communications equipment, military hardware, computer peripherals, process control equipment and instrumentation. In business since 1969, Filtran Group is ISO 9001:2000 registered and offers off-the-shelf and custom designed products and regularly ships components to clients in more than 34 countries. The Company acquired Filtran Group in May 2002. The acquisition broadened API’s ~~product~~COMMON ~~offerings~~SHARES ~~for current and potential customers as well as providing synergies in the areas of engineering and technological capabilities.~~

•SHAREHOLDERS TMWHOSE ~~Systems~~API IICOMMON ~~Inc.~~SHARES ofARE ~~Hauppauge,~~REGISTERED ~~New~~IN ~~York~~THE ~~(“TM~~NAME ~~II”),~~OF inA ~~business for over 30 years~~BROKER, ~~supplies~~INVESTMENT ~~the Defense sector with naval landing and launching equipment~~DEALER, ~~flight control and signalling systems~~BANK, ~~radar~~TRUST ~~systems~~COMPANY ~~alteration,~~OR ~~data~~OTHER ~~communication~~NOMINEE ~~and~~SHOULD ~~test~~CONTACT ~~equipment~~THAT asNOMINEE ~~well~~FOR asINSTRUCTIONS ~~aircraft~~AND ~~ground~~ASSISTANCE ~~support~~IN ~~equipment.~~DELIVERING ~~The~~THEIR ~~Company acquired TM II in February 2003 thereby expanding~~ API’s ~~core-military~~COMMON ~~and defense-related electronics business~~SHARES. ~~TM II also maintains a manufacturing facility in Bridgeport, Connecticut.~~

1This Letter of Transmittal and Election Form is for use by registered holders of common shares of API Electronics Group Corp. (“API”) in connection with the proposed arrangement (the “Arrangement”) of API, which Arrangement involves API, the shareholders of API, Rubincon Ventures Inc. (“Rubincon”) and RVI Sub, Inc. (“RVI Sub”), that is being submitted for approval at the special meeting of shareholders of API and holders of options to purchase API common shares to be held on Tuesday, October 31, 2006 (the “Meeting”). Shareholders are referred to the joint proxy statement/management information circular (the “Circular”) of API and Rubincon that accompanies this Letter of Transmittal and Election Form.

This Letter of Transmittal and Election Form, properly completed and signed, together with all other required deliveries, must accompany all API’s ~~business~~common share ~~strategy~~certificates ~~has~~deposited ~~been~~for exchange pursuant to ~~strengthen~~the ~~its~~Arrangement ~~leadership~~and ~~position~~should ~~for~~be ~~its~~delivered ~~components~~in ~~through~~person ~~continued~~or ~~emphasis~~by courier or sent by registered mail to Equity Transfer & Trust Company (the “Transfer Agent”) at the address set forth on ~~technological~~page ~~advances,~~10 ~~operational~~of ~~efficiencies,~~this ~~cost~~Letter ~~reductions,~~of ~~competitiveness~~Transmittal and ~~acquisitions~~Election Form.

The ~~Company’s~~effective ~~objectives~~date ~~are~~of the Arrangement is anticipated to ~~seek~~be as soon as ~~long-term~~practicable ~~stable~~after ~~growth~~the ~~for~~date ~~all~~that the shareholders of ~~its~~API ~~operating~~approve ~~segments~~the ~~(API~~Arrangement ~~Electronics,~~and ~~Filtran~~after ~~Group~~the date that the U.S. Securities and TMExchange IICommission declares effective the registration statement (the “Registration Statement”) ~~through~~that Rubincon ~~continuous~~will ~~capital~~file ~~investment,~~to ~~employing~~register ~~today’s~~the ~~production~~shares ~~methods~~of ~~and~~Rubincon ~~technologies~~common ~~and~~stock byissueable ~~demanding~~upon ~~uncompromising~~the ~~quality~~conversion ~~control~~of RVI Sub exchangeable shares for shares of Rubincon common stock.

~~Outlook~~Canadian Residents. On and after the effective date of the Arrangement, a shareholder of API who is a Canadian resident or a partnership of which any member is a Canadian resident (other than a shareholder who dissents in respect of the Arrangement) and who has properly completed and delivered this Letter of Transmittal and Election Form and the other required deliveries will be entitled to receive in exchange for API common shares, at the holder’s option, (i) the number of fully paid and non-assessable shares of Rubincon common stock equal to the product of ten (10) and the number of API common shares in respect of which the shareholder elects to receive shares of Rubincon common stock, if any, or (ii) the number of fully paid and non-assessable RVI Sub exchangeable shares equal to the product of ten (10) and the number of API common shares in respect of which the shareholder elects to receive exchangeable shares, if any, and the ancillary rights. The RVI Sub exchangeable shares are redeemable at any time at the option of the holder for shares of Rubincon common stock on a one-for-one basis, as described in the Circular.

~~API~~Non-Canadian ~~Electronics~~Residents. ~~believes~~On ~~that~~and ~~new orders~~after ~~should~~the ~~increase~~effective asdate ~~a result~~ of the ~~$447B~~Arrangement, ~~military~~a ~~budget~~shareholder ~~approved~~of byAPI ~~the~~who ~~U.S.~~is ~~Congress.~~not ~~The~~a ~~Company~~Canadian ~~has~~resident ~~spent~~or ~~more~~a ~~than~~partnership of ~~$400,000~~which onno ~~upgrades~~member tois ~~its~~a ~~Hauppauge,~~Canadian ~~New~~resident ~~York~~(other ~~facility~~than ina ~~the~~shareholder ~~past~~who ~~few~~dissents ~~years.~~in Inrespect ~~addition~~of itthe ~~has~~Arrangement) ~~also~~and ~~put~~who inhas ~~place~~properly ~~its ISO~~completed ~~9000-2000~~and ~~system~~delivered ~~and,~~this onLetter ~~June 1,~~of ~~2005,~~Transmittal ~~received~~and ~~military~~Election ~~certification~~Form ~~from~~and the ~~Defense~~other ~~Logistics~~required ~~Agency~~deliveries aswill abe entitled ~~certified~~to ~~manufacturer~~receive ofin ~~silicon~~exchange ~~high~~for ~~power~~API ~~transistor~~common ~~devices~~shares ~~in accordance with~~ the ~~requirements~~number of ~~MIL-PRF-19500M.~~fully ~~This~~paid ~~should enable~~and ~~API~~non-assessable ~~Electronics~~shares toof ~~emerge~~Rubincon ~~from~~common ~~the~~stock ~~downturn~~equal into the ~~technology~~product ~~industry~~of ~~with~~ten ~~higher~~(10) and ~~quality~~the ~~standards,~~number ~~improved~~of ~~products,~~API ~~and~~common ashares ~~lower~~held ~~cost~~by ~~structure~~such shareholder.

~~Filtran~~You ~~Group’s~~must ~~main~~include ~~markets~~your ~~are~~API ~~with~~common ~~military~~share ~~subcontractors~~certificates ~~where they have strong demand for filters, power supplies, transformers~~ and ~~inductors.~~any ~~Filtran~~other ~~Group~~required ~~has~~deliveries ~~outsourced~~with ~~the~~this ~~manufacturing~~Letter of ~~certain~~Transmittal ~~products to manufacturers in China~~ and isElection ~~working~~Form ~~closely with them~~ to ~~maintain~~make ~~quality~~a valid ~~control~~election. ~~and~~If ~~decrease~~ the ~~cost~~Transfer toAgent ~~manufacture.~~does ~~Filtran~~not ~~Group~~receive isthis ~~aggressively~~Letter ~~pursuing growth strategies with the recent hiring~~ of ~~additional~~Transmittal ~~sales~~and ~~persons~~Election ~~in the United States~~Form, ~~setting~~properly upcompleted ~~a nationwide~~and ~~representative~~signed ~~market,~~ and athe ~~product~~other ~~catalogue.~~required ~~Filtran~~deliveries ~~Group~~you ~~has~~will ~~also~~receive ~~developed~~neither acertificates ~~synergistic~~for ~~partnership~~Rubincon ~~with~~common ~~API~~stock ~~Electronics~~nor ~~targeting the military relay market~~exchangeable shares.

TM1 II’s customer base consists primarily of various U.S. government departments, including the U.S. Navy, as well as numerous domestic and foreign corporations. The U.S. government has recently approved significant funds for ongoing Defense and homeland security. TM II believes that new domestic orders should increase as a result of this development. Furthermore, foreign country demand may also increase in response to global terror concerns. TM II’s Stabilized Glide Slope Indicator (SGSI) is an electro-hydraulic-optical landing system and designed for use on air capable and amphibious assault ships. Increasing operational readiness will require the Navy to be independent of land-based command centers. Furthermore, political conflicts have led to a reduction of land-bases available in certain foreign countries.

ResultsTable of Operation Contents

~~Sales~~Please ~~Revenue~~carefully read the Circular and the instructions set out below before completing this Letter of Transmittal and Election Form.

Sales by Subsidiary	Nine Months Ended February 28, 2006		Nine Months EndedFebruary 28, 2005		% Change
API Electronics	$	3,874,036	$	2,628,546	+47.4	%
Filtran Group	$	5,598,022	$	4,242,496	+32.0	%
TM II	$	2,081,824	$	2,169,564	-4.0	%
	$	11,553,882	$	9,040,606	+27.8	%

Shareholders who do not forward to the Transfer Agent a properly completed and signed Letter of Transmittal and Election Form and certificates representing their API common shares and all other required deliveries will not receive the share certificates to which they are otherwise entitled.

~~Overall,~~2 ~~the Company recorded strong sales growth for the nine months ended February 28, 2006 as total sales revenue increased by 27.8% over the nine month period ended February 28, 2005.~~

APITable Electronics saw a sales revenue increase of 47.4% in 2006. Filtran Group saw sales revenue increase by 32.0% in 2006. TM II recorded sales revenue levels in 2006 that were 4.0% lower than 2005. The increase in sales revenue for API Electronics and Filtran was attributed to increased demand for their products in the defense sector. TM II sales decrease was attributed more to the timing of sales as demand continues to be strong. Contents

~~The~~TO: ~~Company~~API ~~operates~~ELECTRONICS inGROUP ~~two~~CORP. ~~reportable segments~~AND ~~that~~TO: ~~are~~EQUITY ~~distinguished~~TRANSFER by& ~~geographical~~TRUST ~~location~~COMPANY, inat ~~Canada~~its ~~and~~address ~~the~~set ~~United~~out ~~States~~below. ~~Both segments manufacture electronic components.~~

	Nine Months Ended February 28, 2006				Nine Months Ended February 28, 2005
Sales by Geographic Segment	United States		Canada		United States		Canada
Sales Revenue	$	6,727,874	$	4,826,008	$	5,383,549	$	3,657,057

The undersigned hereby deposits with Equity Transfer & Trust Company, for exchange upon the Arrangement becoming effective, the enclosed certificate(s) for API common shares, details of which are as follows:

2Certificate Number(s) Name(s) and Address(es) of Registered Holder(s) Number of API CommonShares Deposited Total Number of API Common Shares Deposited

~~The~~Note: ~~sales~~if ~~revenue~~space ~~increase~~is ~~year-over-year~~insufficient, ~~was~~please ~~realized~~attach ina ~~each~~separate ofschedule ~~the two geographical reporting segments. API saw United States sales increase by 25.0% from $5,383,549 in 2005~~ to ~~$6,727,874~~this inLetter ~~2006~~of Transmittal and ~~Canada~~Election ~~sales increased by 32~~Form.~~0% from $3,657,057 in 2005 to $4,826,008 in 2006.~~

~~Cost~~Part of1—INFORMATION ~~Goods~~REGARDING ~~Sold~~RESIDENCE ~~and~~OF ~~Gross~~SHAREHOLDER ~~Margin~~

Gross Margin by Subsidiary	Nine Months Ended February 28, 2006		Nine Months Ended February 28, 2005		% Change
API Electronics	28.3	%	36.6	%	-8.3	%
Filtran Group	21.1	%	16.2	%	+4.9	%
TM II	39.3	%	44.3	%	-5.0	%
Overall	27.3	%	30.6	%	-3.3	%

The undersigned shareholder represents that he, she or it, or if the undersigned is a nominee, the beneficial owners of the shares subject to this Letter of Transmittal and Election Form.

~~The~~¨ ~~Company’s~~(a) ~~overall~~is ~~gross margin was 27.3% of sales in 2006,~~ a ~~decrease~~resident ~~from the 30.6% gross margin posted in 2005. Accordingly, the overall cost~~ of ~~sales~~Canada ~~was~~for ~~72.7%~~tax ~~in 2006, compared to 69.4% in 2005.~~ purposes

~~API Electronics posted a gross margin decrease of 8.3% in~~OR 2006 to the 28.3% level. Filtran Group saw their gross margin increase to 21.1% in 2006 from the 16.2% margin posted in 2005. TM II’s gross margin decreased by 5.0% to 39.3% in 2006. The increase in Filtran is attributed primarily to increased sales volume. The decreases in API Electronics and TM II are attributed primarily to increased overhead and raw material costs.

~~The~~¨ ~~major~~(b) ~~components~~is ~~of Cost~~not ofa ~~Sales~~resident ~~are~~of asCanada ~~follows:~~for tax purposes

	2006		% of sales		2005		% of sales
Manufacturing Labour	$	1,866,831	16.2	%	$	1,895,925	20.9	%
Raw Materials Cost	$	3,665,247	31.7	%	$	2,265,532	25.1	%
Manufacturing Overhead	$	2,866,447	24.8	%	$	2,044,539	22.6	%

Shareholders that are not residents of Canada indicate country of residence:

~~The~~Canadian ~~2006~~residents ~~manufacturing~~(who ~~labour as a percentage of sales decreased as a result of increased sales volume. The raw~~are ~~material~~individuals ~~costs~~other asthan atrusts) ~~percentage~~must ofprovide ~~sales~~their ~~increased,~~Social ~~but~~Insurance isNumber: ~~more in-line with the 30.1% figure for fiscal 2005. Manufacturing overhead as a percentage of sales increased as a result of higher expenses to support new quality standards.~~

~~Selling~~Part ~~Expenses~~2—ELECTION AVAILABLE ONLY TO CANADIAN RESIDENTS (only complete if you checked box (a) in Part 1 above)

~~Selling~~Under ~~expenses increased to $912,503 for~~ the ~~nine months ended February 28~~Arrangement, ~~2006 from $866,544 for~~ the ~~nine~~undersigned ~~months~~hereby ~~ended~~elects ~~February 28,~~to ~~2005.~~have ~~As a percentage of sales,~~ the ~~2006~~deposited ~~selling~~API ~~expenses~~common ~~came~~shares inrepresented atby ~~7.9%, a decrease from~~ the ~~9.6%~~above ~~posted~~certificate(s) inexchanged ~~2005.~~as follows:

~~The~~API ~~major~~common ~~components~~shares for RVI Sub exchangeable share(s) and ancillary rights (please fill in the number of ~~Selling~~API ~~Expenses~~common ~~are~~shares asyou ~~follows:~~elect to exchange for RVI Sub exchangeable shares—each API common share is exchangeable for ten (10) RVI Sub exchangeable shares) API common shares for shares of Rubincon common stock (please fill in the number of API common shares you elect to exchange for shares of Rubincon common stock—each API common share is exchangeable for ten (10) shares of Rubincon common stock)

	2006		% of sales		2005		% of sales
Payroll-Sales	$	346,831	3.0	%	$	340,829	3.8	%
Commissions	$	358,144	3.1	%	$	303,822	3.4	%

AsTable a percentage of sales, the 2006 Payroll-Sales and Commissions were reasonably in line with the comparative percentage of sales in 2005. Contents

~~General~~IF ~~and~~AN ~~Administrative~~ELECTION ~~Expenses~~IS NOT MADE, OR IS NOT PROPERLY MADE, THE UNDERSIGNED WILL BE DEEMED TO HAVE ELECTED TO HAVE ALL DEPOSITED API COMMON SHARES EXCHANGED FOR RUBINCON COMMON STOCK.

~~General~~The ~~and~~undersigned ~~administrative~~acknowledges ~~expenses~~that ~~increased~~the intention of RVI Sub in creating the exchangeable shares is to $1have the economic and voting attributes associated with the exchangeable shares and the ancillary rights be,~~650,766~~ ~~for~~as ~~2006~~nearly ~~from~~as $1practicable,~~434,954~~ inequivalent ~~2005.~~to Asthose aof ~~percentage~~shares of ~~sales,~~Rubincon common stock. Rubincon will covenant in the ~~2006~~Voting ~~general~~and Exchange Trust Agreement to provide financial and ~~administration~~other ~~expenses~~information ~~were~~regarding 14Rubincon to holders of RVI Sub exchangeable shares.~~3%,~~ ~~compared~~By electing to ~~15.9%~~receive RVI Sub exchangeable shares, the undersigned acknowledges Rubincon’s covenant in ~~2005~~that regard.

The ~~major~~total ~~components~~of the numbers filled in above pursuant to the election must equal the number of ~~General~~API common ~~and~~shares ~~administrative~~represented ~~expenses~~by ~~are~~the asshare ~~follows:~~certificate(s) enclosed with this Letter of Transmittal and Election Form.

	2006		2005		$ Change
Officer Salaries	$	159,091	$	139,688	$	19,403
Rent and Management Fees	$	137,523	$	137,523	$	—
Office Salary	$	183,189	$	163,957	$	19,232

TheTable 2006of officer salary expense, rent and management fees and office salary expense are all reasonably comparable to the 2005 expenses. Contents

Part 3—FOR CANADIAN RESIDENT SHAREHOLDERS WHO WILL RECEIVE RVI SUB EXCHANGEABLE SHARES AND WHO ARE ELIGIBLE FOR AND DESIRE A CANADIAN TAX DEFERRAL

~~Amortization~~By ~~increased~~checking ~~to $626,729 ($484,509 included in general and administration) during~~ the ~~nine~~box ~~months~~under ~~ended February 28, 2006 from~~ the ~~$594,584~~heading ~~($461,281~~“Election ~~included~~For inCanadian ~~general~~Resident Shareholders ~~and~~Who ~~administration)~~Are ~~amount~~Eligible ~~for~~For ~~the~~A ~~nine~~Canadian ~~months~~Tax ~~ended February 28~~Deferral”, ~~2005.~~the undersigned:

~~Stock-based~~(i) ~~Compensation~~requests ~~Expense~~that a tax election filing package be forwarded to the undersigned at the address specified herein;

~~The~~(ii) ~~Company~~represents ~~incurred~~that ~~$1,500,000~~the inundersigned ~~stock-based~~is ~~compensation~~a ~~expense~~shareholder ~~for~~(a) ~~the~~who ~~nine~~is ~~months~~a ~~ended February 28,~~resident ~~2006,~~of ~~compared~~Canada tofor ~~$933,000~~purposes ~~for~~of the ~~nine~~Income ~~months~~Tax ~~ended~~Act ~~February 28~~(Canada), ~~2005.~~other ~~Compensation~~than ~~expense~~any ~~represents~~such ~~the~~shareholder ~~fair~~who ~~value~~is ofexempt ~~stock~~from ~~options~~tax ~~granted~~under ~~and~~the ~~vested~~Income ~~during~~Tax ~~the~~Act ~~period~~(Canada), ~~and~~or (b) which is a ~~new~~partnership ~~accounting~~of ~~requirement~~which ~~under Section 3870~~any ofmember ~~the~~is ~~CICA~~a ~~Handbook~~resident ~~effective~~of ~~June 1,~~Canada ~~2004~~ for purposes of the ~~Company.~~Income Tax Act (Canada);

~~Business~~(iii) ~~Development~~acknowledges that it is the undersigned’s responsibility to prepare and file the appropriate tax election(s) that will be included in the tax election package and to send such documents to RVI Sub so that they are received by RVI Sub no later than 90 days after the effective date of the Arrangement;

~~Business~~(iv) ~~development~~acknowledges ~~expense~~that ~~decreased~~a deferral is only available to ~~$14,112~~the inextent ~~2006~~the ~~from~~undersigned ~~$33,742~~receives inRVI ~~2005~~Sub asexchangeable ashares ~~result~~in respect of ~~reduced~~the ~~expenditures~~API incommon ~~this~~shares ~~area.~~deposited herewith;

~~Other~~(v) ~~Income~~acknowledges that RVI Sub agrees only to execute any properly completed tax election form submitted to it in duplicate and ~~Expense~~to forward one copy of such tax election form executed by RVI Sub by ordinary mail to the undersigned; and

~~Other~~(vi) ~~income~~acknowledges ~~during~~that ~~2006~~with ~~was~~the ~~$45,555, compared~~exception toof the ~~2005~~execution ~~amount~~ of $5the tax election forms by RVI Sub,~~477.~~ ~~The~~compliance ~~components~~with inthe ~~2006~~requirements ~~are~~for ~~investment~~a ~~income~~valid intax election will be the ~~amount~~sole responsibility of ~~$20~~the undersigned and that none of API,~~941~~ RVI Sub, aRubincon ~~gain~~and onthe ~~sale~~Transfer ofAgent ~~marketable~~is ~~securities~~responsible ofor ~~$70~~liable for taxes,~~462~~ ~~offset~~interest, penalties, damages or expenses resulting from the failure by aanyone ~~loss~~to onproperly ~~foreign~~complete ~~exchange~~any oftax ~~$45,848.~~election ~~The~~or ~~components~~to infile ~~2005~~it ~~are~~properly ~~investment income~~within the time prescribed and in the ~~amount~~form ofprescribed ~~$8,962~~under ~~offset~~the byIncome aTax ~~loss~~Act on(Canada) ~~foreign~~(or ~~exchange~~the corresponding provisions of ~~$3,485.~~any applicable provincial legislation).

~~Other~~Election ~~expense~~For ~~relates~~Canadian toResident ~~interest~~Shareholders onWho ~~short~~Are ~~and~~Eligible ~~long-term~~For ~~debt~~A ~~and~~Canadian ~~the Company~~Tax ~~saw~~Deferral an¨ ~~increase~~Please ~~from~~check ~~$11,622~~if inyou ~~2005~~want toand ~~$30,555~~are ineligible ~~2006~~for a tax election package. Eligible holders who are requesting a tax election filing package should check the appropriate box(es) below: Yes No The ~~increase~~undersigned ~~was~~is ~~attributed~~a topartnership ~~increased~~¨ ~~usage~~¨ ofThe ~~lines~~undersigned ofintends ~~credit~~to file an election in ~~2006.~~Quebec ¨ ¨

~~Operating Income~~5 ~~(Loss)~~

TheTable Company posted an operating loss for the nine months ended February 28, 2006 of $922,023, compared to an operating loss of $497,130 for the nine months ended February 28, 2005. The increase in the operating loss was attributed primarily to a $1,500,000 stock-based compensation expense recognized in 2006, compared to $933,000 in 2005. Contents

~~Net~~Part ~~Income~~4—GENERAL—FOR ~~(Loss)~~ALL SHAREHOLDERS

~~The~~It ~~Company~~is ~~incurred~~understood athat ~~net~~upon ~~loss~~receipt ~~for~~and ~~the~~deposit ~~nine~~of: (i) this Letter of Transmittal and Election Form, properly completed and signed; (ii) API ~~months~~common ~~ended~~share ~~February~~certificate(s); and (iii) 28any other required deliveries, ~~2006~~following the effective date of ~~$932~~the Arrangement,~~494~~ certificate(~~$0.36/share~~s) ~~compared~~for toRVI aSub ~~net~~exchangeable ~~loss~~shares or shares of ~~$506~~Rubincon common stock to which the undersigned is entitled under the Arrangement will be sent by the Transfer Agent to the address shown in Box A below or,~~980~~ ~~($0~~if Box B below is completed, to the address shown in Box B or, if Box C below is completed, will be held for pick up.~~20/~~ In each case, the share certificate(s) will ~~for~~be ~~nine~~in ~~months~~the ~~ended~~name ~~February 28,~~shown ~~2005~~in Box A below.

~~Quarterly~~The ~~Financial~~undersigned ~~Information~~covenants, represents and warrants that: (i) the undersigned is the owner of the API common shares being deposited; (ii) such shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and Election Form and all information inserted into this Letter of Transmittal and Election Form by the undersigned is accurate; and (iv) unless the undersigned shall have revoked this Letter of Transmittal and Election Form by notice in writing given to the Transfer Agent not later than 5:00 p.m. (Toronto time) on the last business day preceding the effective date of the Arrangement, the undersigned will not, prior to such time, transfer or permit to be transferred any of the API common shares represented by the share certificates enclosed with this Letter of Transmittal and Election Form.

~~Two-Year~~The ~~Summary~~covenants, byrepresentations ~~Quarter~~and ~~(Unaudited)~~warranties of the undersigned herein contained survive the completion of the Arrangement.

	May 31, 2004			May 31, 2005											May 31, 2006
	Q4			Q1			Q2		Q3			Q4			Q1		Q2		Q3
Sales Revenue	$	3,095,820		$	2,852,267		$	3,107,634	$	3,080,705		$	3,506,945		$	3,908,520	$	4,335,659	$	3,309,703
Net Income (Loss)	$	(235,622	)	$	(126,000	)	$	161,958	$	(542,938	)	$	(97,414	)	$	255,383	$	357,680	$	(1,545,557	)
Income (Loss), basic per share	$	(0.10	)	$	(0.05	)	$	0.07	$	(0.22	)	$	(0.04	)	$	0.10	$	0.14	$	(0.59	)

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal and Election Form or a proxy granted for use at the Meeting to be held to consider the Arrangement, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the API common shares being deposited. No subsequent authority, other than a proxy granted for use at the Meeting to be held to consider the Arrangement resolution, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the deposited API common shares. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal and Election Form survives the death or incapacity of the undersigned and any obligation of the undersigned hereunder is binding upon the heirs, legal representatives, and assigns of the undersigned.

~~During~~The undersigned instructs the ~~period~~Transfer ~~ended~~Agent ~~February 28~~to mail the certificate(s) representing RVI Sub exchangeable shares or shares of Rubincon common stock as soon as practicable after the effective date of the Arrangement, ~~2006~~by first class insured mail, postage prepaid, in accordance with the ~~Company~~instructions ~~continued~~given in Box A or Box B below, or to ~~see~~hold such certificates for pick up in accordance ~~quarterly~~with ~~year-over-year~~the ~~revenue~~instructions ~~growth~~given in Box C below. If the Arrangement is not completed, the deposited API common shares and all other ancillary deliveries will be returned by first class insured mail, postage prepaid, to the undersigned at the address of the undersigned shown in the register of API common shares at the close of business (Toronto time) on the day that the Arrangement is abandoned by the parties or, if Box C below has been completed, will be held for pick up by the undersigned. The undersigned recognizes that API has no obligation pursuant to the instructions given below to transfer any of the undersigned’s API common shares if the Arrangement is not completed.

~~The~~By ~~Company’s~~reason ~~revenues~~of ~~are~~the ~~not~~use by the undersigned of this Letter of Transmittal and Election Form, the undersigned is deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal and Election Form, as well as all documents related thereto, be drawn exclusively in ~~general~~the English language. En raison de l’usage des présentes lettre d’envoi et formule de choix par le soussigné, ~~seasonal~~ce dernier est réputé avoir demandé que tout contrat attesté par l’arrangement, qui est accepté au moyen des présentes lettre d’envoi et formule de choix, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais.

~~Liquidity~~6 ~~and Capital Resources~~

LiquidityTable of Contents

AtPlease ~~February 28,~~carefully ~~2006,~~review the ~~Company had cash and cash equivalents of $1~~instructions,~~785,000,~~ ~~compared~~which tostart ~~$1,513,130~~on aspage ~~at May 31~~8, ~~2005.~~before Incompleting ~~addition,~~ the ~~Company had~~following ~~marketable~~information: ~~securities of $2,545 at February 28, 2006, compared to $329,855 at May 31, 2005.~~

~~The~~A. ~~following~~Registration ~~table~~Instructions ~~identifies~~B. Special Delivery Instructions Issue share certificate(s) in the ~~Contractual Obligations~~name ofindicated below and enter the ~~Company~~address asindicated atbelow ~~February 28,~~in ~~2006~~the share register. To be completed ONLY if the share certificate(s) are to be sent to someone other than the person shown in Box A or to an address other than the address shown in Box A. Mail to the name and address below: (Name) (Please print) (Street Address) (Name) (Please print) (Street Address) (City) (Province or State) (Postal or Zip Code) (Telephone—Business Hours) (City) (Province or State) (Postal or Zip Code) (Social Insurance or Social Security Number) C. Special Pick Up Instructions D. U.S. residents/citizens must provide their Taxpayer Identification Number ¨ Hold share certificate(s) for pick up at the offices of the Transfer Agent where this Letter of Transmittal and Election Form is deposited.



E.	Signature	F.	Signature Guarantee
			Signature guaranteed by (if required under instruction 3):

	Dated:
			Authorized Signature


	Signature of Shareholder or Authorized Representative (See Instruction 3)		Name of Guarantor (please print or type)


	Name of Shareholder (please print or type)		Address (please print or type)

	Total		Less Than 1 year		1 to 3 years		4-5 years		After 5 Years
Capital Lease Obligations	$	52,199	$	45,514	$	4,657	$	2,028	$	—
Mortgages Payable	$	9,333	$	9,333	$	—	$	—	$	—
Promissory Note	$	200,000	$	100,000	$	100,000	$	—	$	—
Operating Leases	$	30,157	$	10,493	$	14,030	$	5,634	$	—
Total Contractual Obligations	$	291,689	$	165,340	$	118,687	$	7,662	$	—

AtTable February 28,of 2006, working capital totalled $4,698,061, compared to $4,103,057 at May 31, 2005. The current ratio at February 28, 2006 increased to 2.89:1 from the 2.58:1 ratio as at May 31, 2005. The quick ratio (which excludes inventory and prepaid expenses from current assets) was 1.22:1 at February 28, 2006 – a slight decrease from the 1.29:1 posted at May 31, 2005. Contents

AsINSTRUCTIONS: ~~at February 28, 2006, the Company’s working capital was sufficient to meet the Company’s current requirements.~~

Inventory rose 19.6% from $3,258,856 as at May 31, 2005 to $3,899,125 as at February 28, 2006. This was as result of increased production to meet sales demand. Accounts receivable decreased 18.6% from $1~~,427,395 as at May 31, 2005 to $1,162,120 as at February 28, 2006~~. ~~This~~Use ~~was as a result~~ of ~~improved~~Letter ~~collection cycles. Accounts payable increased 34.2% from $1,450,502 at May 31, 2005 to $1,945,889 as at February 28, 2006. This was a result~~ of ~~increased~~Transmittal ~~purchasing~~and toElection meet sales demand. Deferred revenue decreased 89.1% from $643,028 at May 31, 2005 to $69,850 at February 28, 2006. This was as a result of fewer progress amounts billed on current projects at February 28, 2006. Form

~~Long-term~~(a) ~~debt~~This ~~(current~~Letter of Transmittal and ~~long-term~~ ~~portion~~Election Form (or manually signed facsimile thereof) ~~increased~~together ~~from~~with ~~$120,031~~the accompanying certificate(s) representing API common shares should be received by the Transfer Agent at ~~May 31,~~the ~~2005~~address tospecified ~~$261~~below before 5:00 p.m. (Toronto time) on or before the date that the Arrangement becomes effective. The earliest that date could be would be Wednesday,~~532~~ atNovember ~~February 28~~1, 2006. However, asat athis ~~result~~time ofthe date that the ~~acquisition~~Arrangement will be effective has not determined because it requires that Rubincon’s Registration Statement be declared effective by the U.S. Securities and Exchange Commission. If this Letter of ~~certain~~Transmittal ~~assets~~and Election Form (or manually signed facsimile thereof) together with the accompanying certificate(s) representing API common shares with all other required deliveries are not timely received, there will be a delay before you receive your certificates representing shares of ~~Sensonics.~~Rubincon common stock or RVI Sub exchangeable shares, as applicable.

~~Bank~~(b) ~~indebtedness~~The ~~from~~method ~~the~~used ~~line~~to deliver this Letter of ~~credit~~Transmittal ~~decreased~~and ~~from~~Election ~~$342,090~~Form and the accompanying certificate(s) representing API common shares and the other required deliveries is at ~~May 31~~the option and risk of the shareholder, ~~2005~~and delivery will be deemed to ~~$233,848~~be effective only when all such deliveries are actually received. API recommends that the necessary deliveries be hand delivered to the Transfer Agent at ~~February 28~~the address specified below and a receipt obtained; otherwise the use of registered, ~~2006~~insured mail, with return receipt requested, is recommended. A pre-addressed security return envelope is enclosed for your convenience.

~~The debt to equity ratio (current & long-term debt to shareholder’s equity) was 0~~2.32 ~~as at February 28, 2006 and consistent to the 0.32 as at May 31. 2005.~~ Signatures

~~Total~~(a) ~~assets~~This ~~increased~~Letter toof ~~$12,818,485~~Transmittal atand ~~February 28,~~Election ~~2006~~Form ~~from~~must ~~$12~~be filled in,~~646,328~~ asdated atand ~~May 31,~~signed ~~2005.~~by the holder of the API common shares or by such holder’s duly authorized representative in Box E above in accordance with Instruction 4.

~~Cash~~(b) ~~generated~~If this Letter of Transmittal and Election Form is signed by the registered owner(~~used~~s) inof ~~operating~~the ~~activities~~accompanying ~~decreased~~share ~~to $657~~certificate(s),~~778~~ ~~for~~such ~~nine~~signature(s) ~~months~~on ~~ended~~this ~~February 28,~~Letter ~~2006,~~of ~~compared~~Transmittal toand ~~$768,609~~Election ~~for~~Form must correspond with the ~~nine~~name(s) ~~months~~as ~~ended~~registered ~~February 28~~or as written on the face of such share certificate(s) without any change whatsoever, ~~2005~~and the share certificate(s) need not be endorsed for transfer. If such transmitted certificate(s) is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal and Election Form.

~~The~~(c) ~~major~~If ~~source~~this Letter of ~~cash~~Transmittal inand ~~2006~~Election ~~was~~Form ~~provided~~is ~~through~~signed ~~proceeds~~by ona ~~sale~~person ofother ~~marketable~~than ~~securities~~the registered owner(s) of ~~$484~~the accompanying share certificate(s),~~060~~ ~~and~~or ~~the~~if ~~issue~~certificate(s) representing RVI Sub exchangeable shares or shares of Rubincon common ~~shares~~stock are to be issued to a person other than the registered owner(s) of ~~$1,000,000.~~the accompanying share certificates:

~~The~~(i) ~~major~~such ~~source~~accompanying ofshare ~~cash~~certificate(s) inmust ~~2005~~be ~~was~~endorsed ~~provided~~or ~~through~~be ~~bank~~accompanied ~~indebtedness~~by ~~advances~~appropriate ofshare ~~$550,285~~transfer ~~and~~power(s) ~~the~~of ~~issue~~attorney ofproperly ~~common~~completed ~~shares~~by ofthe ~~$1,056,000.~~registered owner(s); and

~~The~~(ii) ~~major use of cash during 2006 was~~ the ~~repurchase~~signature(s) ofon ~~common~~such ~~shares~~endorsement inor ~~the~~power(s) ~~amount~~ of ~~$1,497,566,~~attorney ~~the~~must ~~purchase~~correspond ofexactly ~~marketable~~to ~~securities of $86,288,~~ the ~~purchase~~name(s) of ~~capital~~ ~~assets in~~ the ~~amount~~registered ofowner(s) ~~$105,883,~~as ~~repayment~~registered ofor ~~bank~~as ~~indebtedness~~appearing inon the ~~amount~~accompanying ofshare ~~$121,836~~certificate(s) and ~~the~~must ~~repayment~~be ofguaranteed ~~long-term~~as ~~debt~~noted in ~~the~~Instruction ~~amount of $58,499~~3.

~~The~~3. ~~major~~Guarantee ~~use~~ of cash during 2005 was the purchase of capital assets in the amount of $297,176, the repayment of long-term debt in the amount of $34,675, the purchase of marketable securities of $91,946, and the repurchase of common shares of $189,637. Signature

~~Capital~~If ~~Resources~~this Letter of Transmittal and Election Form is signed by a person other than the registered owner(s) of the API common shares, or if the Arrangement is not approved by API securityholders and the API common shares are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the register of API common shares or if certificate(s) representing RVI Sub exchangeable shares or share of Rubincon common stock are to be issued to a person other than the registered owner(s), such signature must be guaranteed by a Canadian chartered bank, a

~~The~~8 Company’s subsidiary API Electronics has a working capital line of credit of $500,000. At February 28, 2006, the corporation had borrowed $77,000 against this line (May 31, 2005 - $167,000). The credit is secured by all of its assets pursuant to a general security agreement. The bank indebtedness is due on demand and bears interest at prime plus 1%.

TheTable Company’s subsidiary Filtran Limited has a line of credit of $871,000 ($1,000,000 Cdn). The credit is secured by a general security agreement and a first collateral mortgage on Filtran Limited’s assets and building. The bank indebtedness bears interest at prime. At February 28, 2006, the corporation had borrowed $156,848 against this line (May 31, 2005 - $175,090). Contents

5 major trust company in Canada or a member firm of a recognized Medallion Program (STAMP, SEMP or MSP), or in some other manner satisfactory to the Transfer Agent (except that no guarantee is required if the signature is that of a Canadian chartered bank, a major trust company in Canada or a member firm of a recognized Medallion Program (STAMP, SEMP or MSP)).

~~The~~4. ~~Company~~Fiduciaries, isRepresentatives ~~not~~and ~~committed to any significant capital expenditures at present.~~ Authorizations

~~API~~Where ~~believes~~this ~~that~~Letter ~~cash~~of ~~flows~~Transmittal ~~from~~and ~~operations~~Election Form is executed by a person as an executor, ~~funds~~administrator, ~~available~~trustee ~~under~~or ~~its~~guardian, ~~credit~~or ~~facilities~~on ~~and~~behalf of a corporation, partnership or association or is executed by any other ~~sources~~person acting in a representative capacity, this Letter of ~~cash~~Transmittal ~~will~~and Election Form must be ~~sufficient~~accompanied by satisfactory evidence of authority to ~~meet~~act. ~~its~~Any ~~anticipated~~of ~~cash~~API, RVI Sub or the Transfer Agent in their sole discretion, may require additional evidence of authority ~~requirements~~or additional documentation.

~~Off~~5. ~~Balance~~Delivery ~~Sheet Arrangements~~ Instructions

~~During~~The ~~2006~~box ~~and~~entitled “B—Special ~~2005~~Delivery Instructions” should be completed only if the address to which the share certificate(s) are to be mailed is different from that provided in Box A. If neither Box B nor Box C is completed, any new share certificate(s) issued in exchange for API common shares will be mailed to the ~~Company~~depositing ~~did~~shareholder at the address indicated in Box A in this Letter of Transmittal and Election Form. If Box C is not ~~use~~completed ~~Off~~and ~~Balance~~no ~~Sheet~~address ~~Arrangements~~is provided in this Letter of Transmittal and Election Form, then any new share certificates will be mailed to the address of the shareholder as it appears on the register of API common shares as of the close of business on the day preceding the effective date of the Arrangement.

~~Share~~6. ~~Capital~~ Miscellaneous

As(a) ofIf ~~February 28,~~API ~~2006,~~common ~~there~~shares ~~were~~are ~~2,815,304~~registered ~~common~~in ~~shares~~different ~~issued~~forms ~~and~~(e.g., ~~outstanding~~“John Doe” and ~~510~~“J. Doe”),~~000~~ ~~stock~~a ~~options~~separate ~~outstanding~~Letter atof ~~exercise~~Transmittal ~~prices~~and ~~ranging~~Election ~~from~~Form ~~$4.50~~should ~~to $7.50~~be ~~with~~completed ~~remaining~~and ~~average~~signed ~~contractual~~for ~~lives~~each ofdifferent ~~approximately 4~~registration.~~9 years.~~

~~During~~(b) ~~the~~The ~~period~~undersigned ~~ended~~must ~~February 28,~~complete ~~2006,~~ the ~~Company~~information ~~acquired~~in ~~269,092 shares~~the ~~(May~~box ~~31,~~on ~~2005~~page –3 ~~139,735) at a cost of $1,497,566 (May 31, 2005 - $723,289)~~ under athe ~~common~~heading ~~share~~“Information ~~buyback~~Regarding ~~plan.~~Residence ~~Also~~of ~~in 2006~~Shareholder”, ~~400,000~~indicating ~~stock~~whether ~~options~~the ~~were~~undersigned ~~exercised~~is ~~(2005~~a –resident ~~440,000)~~or ~~and~~non-resident ~~500,000~~of ~~stock options granted (2005 – 400,000)~~Canada.

~~Risk~~(c) ~~Factors~~No ~~and~~alternative, ~~Risk~~conditional ~~Management~~or contingent deposits will be accepted.

~~The~~(d) ~~Semiconductor~~Additional ~~and~~copies ~~Electronic~~of ~~Components~~this ~~Businesses~~Letter ~~Are~~of ~~Highly~~Transmittal ~~Competitive~~ and ~~Increased~~Election ~~Competition~~Form ~~Could~~may ~~Reduce~~be ~~the~~obtained ~~Value~~from ofthe anTransfer ~~Investment~~Agent inat the ~~Company~~address specified below.

~~The~~(e) ~~semiconductor~~It ~~and~~is ~~electronic~~strongly ~~component~~recommended ~~industries,~~that ~~including~~prior ~~the~~to ~~areas~~completing inthis ~~which~~Letter ~~API,~~of ~~Filtran~~Transmittal ~~Group~~ and TMElection ~~Systems do business~~Form, ~~are~~the ~~highly~~undersigned ~~competitive.~~read ~~The~~the ~~Company expects~~accompanying ~~intensified competition from existing competitors and new entrants~~Circular. Competition is based on price, product performance, product availability, quality, reliability and customer service. Even in strong markets, pricing pressures may emerge. For instance, competitors may attempt to gain a greater market share by lowering prices.

~~Reliance~~(f) onAPI ~~Defense~~and ~~Spending~~RVI Sub reserve the right, if they so elect in their absolute discretion, to instruct the Transfer Agent to waive any defect or irregularity contained in any Letter of Transmittal and Election Form received by them.

~~The Company is dependent upon the U~~8.S. ~~defense~~Lost industry and its military subcontractors for the sale of many of its products. While the U.S. government currently plans increases in defense spending, the actual timing and amount of such increases has been occurring at a rate that has been slower than expected. In addition, changes in appropriations and in the national defense policy and decreases in ongoing defense programs could adversely affect the Company’s performance. Such occurrences are beyond the Company’s control. The effects of defense spending increases are difficult to estimate and subject to many sources of delay. Certificates

~~New~~If ~~Technologies~~a ~~Could~~share ~~Result~~certificate inhas ~~the~~been lost ~~Development~~or destroyed, this Letter of ~~Competing~~Transmittal ~~Products~~and Election Form should be completed as fully as possible and forwarded, together with a ~~Decrease~~letter describing the loss, to the Transfer Agent. The Transfer Agent will respond with the replacement requirements which must be properly completed and submitted in ~~Demand~~good ~~for~~order to the ~~Company’s~~Transfer ~~Products~~Agent.

~~The~~9 failure of either the Company or any of its subsidiaries to develop new technologies or to react to changes in existing technologies could materially delay their development of new products (which, for API, are typically adaptations of existing products formerly manufactured by others), which could result in decreased revenues and/or a loss of the Company’s market share to competitors.

Growth-RelatedTable Risksof Contents

~~The Company may be subject to growth-related risks, including capacity constraints and pressure on its internal systems and controls~~9. ~~The~~Transfer ~~ability~~Agent of the Company to manage its growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. Growth and expansion activities are subject to a number of risks, including: Address

•The ~~unavailability~~address orand ~~late~~contact information ~~delivery~~for of the ~~advanced,~~Transfer ~~and~~Agent ~~often~~are ~~customized,~~as ~~equipment~~follows: ~~used in the production of our products;~~

•EQUITY ~~delays~~TRANSFER & inTRUST ~~bringing~~COMPANY ~~new product equipment on-line;~~

•Delivery ~~delays~~By inMail ~~supplying~~Delivery ~~products~~By toRegistered ~~our~~Mail, ~~existing~~Hand ~~customers;~~or ~~and~~By Courier

•Suite ~~unforeseen~~420, ~~environmental~~120 orAdelaide ~~engineering~~Street ~~problems~~West ~~relating to existing or new facilities.~~

6Toronto, Ontario M5H 4C3

~~These~~Tel: ~~and~~(416) 361-0152 ~~other risks may affect the ultimate cost and timing of our present or future expansion of our capacity.~~

~~The~~Fax: (416) 361-0470 ~~inability of the Company to manage its growth could have a material adverse impact on its business, operations and prospects.~~

~~Risks~~E-Mail: ~~Related~~info@equitytransfer.com ~~to Complexity of Manufacturing Processes~~

~~The Company’s~~Any ~~manufacturing~~questions ~~processes are highly complex, require advanced~~ and ~~costly~~requests ~~equipment~~for ~~and~~assistance ~~are~~may ~~continuously~~be ~~being~~directed ~~modified~~by inshareholders ~~an effort~~ to ~~improve yields and product performance. Impurities or other difficulties in~~ the ~~manufacturing process~~Transfer ~~can~~Agent ~~lower yields. The Company’s operations could be materially adversely affected if production~~ at ~~any~~the oftelephone ~~its~~number ~~facilities~~and islocation ~~interrupted~~set ~~for~~out ~~any reason~~above. ~~The Company may experience manufacturing difficulties in the future.~~

~~The~~10 ~~Company May Not be Able to Develop New Products to Satisfy Changes in Demand~~

TheTable industriesof in which the Company operates are dynamic and constantly evolving. The Company cannot assure investors that it will successfully identify new product opportunities and develop and bring products to market in a timely and cost-effective manner, or those products or technologies developed by others will not render the Company’s products or technologies obsolete or noncompetitive. In addition, to remain competitive the Company must continue to improve manufacturing yields and expand sales. The Company may not be able to accomplish these goals. Contents

~~The~~Court ~~introduction~~File ~~of new products presents significant business challenges because product development commitments and expenditures must be made well in advance of product sales~~No. ~~The success of a new product depends on accurate forecasts of long~~06-~~term~~CL-6531 ~~market demand and future technological developments, as well as on a variety of specific implementation factors, including:~~

•ONTARIO ~~timely and efficient completion of process design and development;~~

•SUPERIOR ~~timely~~COURT ~~and~~OF ~~efficient~~JUSTICE ~~implementation of manufacturing and assembly processes;~~

•(COMMERCIAL ~~product~~LIST) ~~performance;~~

•IN ~~the~~THE ~~quality~~MATTER OF ~~and~~THE ~~reliability~~BUSINESS ofCORPORATIONS ~~the~~ACT ~~product;~~(ONTARIO), ~~and~~R.S.O. 1990, C. B.16, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING API ELECTRONICS GROUP CORP., RUBINCON VENTURES INC. AND RVI SUB, INC.

•APPLICATION ~~effective~~UNDER ~~marketing~~SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), ~~sales~~R.S.O. ~~and~~1990, ~~service~~C. B.16, AS AMENDED

~~The~~NOTICE ~~failure~~OF ofAPPLICATION ~~our products to achieve market acceptance due to these or other factors could harm our business.~~

~~Our~~TO ~~Products~~THE ~~May be Found to be Defective, Product Liability Claims~~RESPONDENT: ~~May Be Asserted Against Us and We May Not Have Sufficient Liability.~~

~~One~~A orLEGAL ~~more~~PROCEEDING ofHAS ~~our~~BEEN ~~products~~COMMENCED ~~may~~by bethe ~~found~~Applicant. toThe beclaim ~~defective~~made ~~after~~by ~~shipment, requiring a product replacement, recall or a software fix which would cure~~ the ~~defect~~Applicant ~~but~~appears ~~impede~~on ~~performance of~~ the ~~product.~~following ~~We may also be subject to product returns which could impose substantial costs and harm our business~~pages.

~~Product~~THIS ~~liability~~APPLICATION ~~claims~~will ~~may~~come beon ~~asserted~~for ~~with~~a ~~respect~~hearing toon ~~our~~a ~~technology~~date orto ~~products. Although we currently have insurance, there can~~ be nofixed ~~assurance~~by ~~that~~the weCommercial ~~have obtained~~List aOffice ~~sufficient~~at ~~amount~~393 ofUniversity ~~insurance coverage~~Avenue, ~~that asserted claims will be within the scope of coverage of the insurance~~Toronto, Ontario, orM5G ~~that we will have sufficient resources to satisfy any asserted claims~~1E6.

~~Failure~~IF YOU WISH TO OPPOSE THIS APPLICATION, to ~~Protect~~receive ~~the~~notice ~~Company’s~~of ~~Proprietary~~any ~~Technologies~~step in the application or ~~Maintain~~to be served with any documents in the ~~Right~~application, toyou ~~Use~~or ~~Certain~~an ~~Technologies~~Ontario ~~May~~lawyer ~~Negatively~~acting ~~Affect~~for you must forthwith prepare a Notice of Appearance in Form 38A prescribed by the ~~Company~~Rules of Civil Procedure, serve it on the Applicant’s ~~Ability~~lawyer toor, where the Applicant does not have ~~Compete~~a lawyer, serve it on the Applicant, and file it, with proof of service, in this Court office, and you or your lawyer must appear at the hearing.

~~The~~IF ~~Company~~YOU ~~relies~~WISH ~~heavily~~TO onPRESENT ~~its~~AFFIDAVIT ~~proprietary~~OR ~~technologies,~~OTHER ~~which~~DOCUMENTARY ~~consist~~EVIDENCE ~~primarily~~TO ofTHE ~~drawings,~~COURT ~~specifications~~OR ~~and~~TO ~~processes~~EXAMINE ~~purchased~~OR ~~from others.~~CROSS-EXAMINE ~~The~~WITNESSES ~~Company’s~~ON ~~future~~THE ~~success~~APPLICATION, ~~and~~you ~~competitive~~or ~~position~~your ~~may~~lawyer ~~depend~~must, in ~~part~~addition ~~upon its ability~~ to ~~obtain~~serving oryour ~~maintain~~Notice ~~protection~~ of ~~certain proprietary technologies used in principal products. The Company generally does not have~~Appearance, ~~nor~~serve ~~does~~a ~~it generally~~copy ~~intend to apply for, patent protection on any aspect~~ of ~~its technology or its business processes or methods. The Company’s reliance upon protection of some of its technology as “trade secrets” will not necessarily protect it~~the ~~from~~evidence ~~the~~on ~~use by other persons of its technology, or~~ the ~~use by others of technology that is similar or superior to that which is embodied in the Company~~Applicant’s ~~trade~~lawyer ~~secrets. Others may be able independently to duplicate~~ or, ~~improve~~where ~~upon~~ the ~~Company’s~~ ~~technology~~Applicant indoes ~~whole~~not ~~or in part. The Company cannot assure investors that it will be able to maintain the confidentiality of its technology, dissemination of which could~~ have a ~~material~~lawyer, ~~adverse~~serve ~~effect~~it on ~~its~~the ~~business. In addition~~Applicant, ~~litigation~~ ~~may~~and befile ~~necessary~~it towith ~~determine~~proof ~~the scope and validity~~ of ~~the~~service, ~~Company’s~~in ~~proprietary rights. Obtaining or protecting~~ the ~~Company’s~~Court ~~proprietary~~office ~~rights~~where ~~may require~~ the ~~Company~~Application is to ~~defend~~be ~~claims~~heard ofas ~~intellectual~~soon ~~property infringement by its competitors. While the Company currently is not engaged~~ as ~~a defendant in intellectual property litigation that it believes will have a material adverse effect on its business~~possible, ~~the~~but ~~Company~~not ~~could~~later ~~become~~than ~~subject to lawsuits in which it is alleged~~2 ~~that~~days ~~the~~before ~~Company has infringed upon~~ the ~~intellectual property rights of others~~hearing.

7IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

If any such infringements exist, arise or are claimed in the future, the Company may be exposed to substantial liability for damages and may need to obtain licenses from patent owners, discontinue or change its processes or products or expend significant resources to develop or acquire non-infringing technologies. The Company cannot assure investors that it would be successful in such efforts or that such licenses would be available under reasonable terms. The Company’s failure to develop or acquire non-infringing technologies or to obtain licenses on acceptable terms or the occurrence of related litigation itself could have a material adverse effect on the Company’s operating results and financial condition.


Date: July 11, 2006	Issued by:	/s/ Tara Stead
		Local Registrar

	Address of Court Office: 393 University Avenue 10th Floor Toronto, ON M5G 1E6

The Company Must Commit Resources to Product Production Prior to Receipt of Purchase Commitments and Could Lose Some or All of the Associated Investment


TO:		Director of the Companies Branch
		Ministry of Consumer and Business Services
		393 University Avenue, 2^nd Floor
		Toronto, Ontario M5G 2M2

AND TO:		All Registered Holders of Common Shares
		Options or Warrants of API Electronics Group Corp.

TheTable Company sells many of its products pursuant to purchase orders for current delivery, rather than pursuant to long-term supply contracts. Many of these purchase orders may be revised or cancelled prior to shipment without penalty. As a result, the Company must commit resources to the production of products without any advance purchase commitments from customers. The cancellation or deferral of product orders, the return of previously sold products, or overproduction due to the failure of anticipated orders to materialize, could result in the Company holding excess or obsolete inventory, which could result in inventory write-downs. The Company’s inability to sell products after it has devoted significant resources to them could have a material adverse effect on the Company’s business, financial condition and results of operations. Contents

~~Variability~~APPLICATION ~~of the Company’s Manufacturing Yields May Affect the Company’s Gross Margins~~

The Company’s manufacturing yields vary significantly among products, depending on the complexity of a particular integrated circuit’s design and the Company’s experience in manufacturing that type of integrated circuit1. InThe ~~the past~~Applicant, ~~the~~API ~~Company~~Electronics ~~has~~Group ~~experienced~~Corp ~~difficulties in achieving planned yields~~(“API”), ~~which~~makes ~~have~~application ~~adversely~~for: ~~affected the Company’s gross margins.~~

~~The~~(a) ~~fabrication~~an oforder ~~integrated~~pursuant ~~circuits~~to issection a182 ~~highly~~of ~~complex~~the ~~and~~Business ~~precise~~Corporations ~~process~~Act (Ontario), R.S.O. ~~Problems~~1990, inc. ~~the~~B.16, ~~fabrication~~as ~~process~~amended ~~can cause~~(“OBCA”), aapproving ~~substantial~~the ~~percentage~~plan of ~~wafers~~arrangement to(the be“Arrangement”) ~~rejected~~proposed orby ~~numerous~~API substantially ~~integrated~~in ~~circuits~~the onform ~~each~~described ~~wafer~~in tothe bePlan ~~nonfunctional,~~of ~~thereby~~Arrangement ~~reducing~~included ~~yields.~~in ~~These~~the ~~difficulties~~within ~~include:~~application record; and

•(b) ~~defects~~such further inand ~~masks,~~other ~~which~~relief ~~are~~as ~~used~~counsel tomay ~~transfer~~advise ~~circuit~~and ~~patterns~~this ~~onto~~Honourable ~~the~~Court ~~Company’s~~may ~~wafers;~~permit.

•2. ~~impurities~~The ingrounds for the ~~materials~~application ~~used;~~are:

•(a) ~~contamination~~all ofstatutory requirements under the ~~manufacturing~~OBCA ~~environment~~have been or will be fulfilled by the return of the application; ~~and~~

•(b) ~~equipment~~the ~~failure.~~Arrangement is fair and reasonable to all the shareholders of API;

~~The~~(c) ~~manufacture~~section 182 of ~~filters and transformers is a multi-level process. Each component has dependency on~~ the ~~other.~~OBCA; ~~Each raw material must yield consistent results or productivity is adversely affected. The difficulties that may be experienced in this process include:~~

•(d) ~~impurities~~Rules in14.05(2), 17.02(n), 17.02(o) and 38 of the ~~materials~~Rules ~~used~~of Civil Procedure, R.R.O. 1990, Reg. 194, as amended; and

•(e) ~~equipment~~such ~~failure;~~further and other grounds as counsel may advise and this Honourable Court may permit.

•3. ~~bottlenecks~~The ~~(product~~following ~~cannot~~documentary ~~move~~evidence towill ~~the~~be ~~next~~used ~~stage~~at ~~until~~ the ~~previous~~hearing ~~stage~~of isthe ~~completed).~~application:

~~The manufacturing process for the stabilized Glide Slope Indicator~~ (~~SGSI~~a) isSuch ainterim ~~unique~~order ~~process~~as inmay ~~that~~be itgranted ~~is highly reliant on subcontractors. These units are comprised of four major units, three of which are manufactured~~ by ~~separate~~this ~~manufacturing~~Honourable ~~companies.~~Court;

(b) The ~~difficulties~~affidavit ~~that~~of ~~may~~Jason DeZwirek, besworn ~~experienced~~6 inJuly ~~this~~2006, ~~process~~and ~~include:~~the exhibits attached thereto;

•(c) ~~defects~~the infurther ~~subcontractors~~affidavit ~~components~~or affidavits of the deponents on behalf of API reporting as to the results of any meeting ordered to be held by this Honourable Court; and

•(d) ~~impurities~~such infurther ~~the~~and ~~materials~~other ~~used;~~evidence as counsel may advise and this Honourable Court may permit.

•Date: ~~equipment~~10 ~~failure;~~July ~~and~~2006 WeirFoulds LLP Barristers & Solicitors Suite 1600, The Exchange Tower 130 King Street West P.O. Box 480 Toronto, Ontario M5X 1J5 Paul D. Guy (LSUC #49794K) Tel: 416-365-1110 Fax: 416-365-1876 Solicitors for API Electronics Group Corp.

•Table reliability of subcontractor.Contents

LOGO

~~Because~~API aElectronics ~~large~~Group portion of the Company’s costs of manufacturing these products are relatively fixed, it is critical for the Company to improve the number of shippable integrated circuits per wafer and increase the production volume of wafers in order to maintain and improve the Company’s results of operationsCorp. Yield decreases can result in substantially higher unit costs, which could materially and adversely affect the Company’s operating results and have done so in the past. Moreover, the Company cannot assure investors that it will be able to continue to improve yields in the future or that it will not suffer periodic yield problems, particularly during the early production of new products or introduction of new process technologies. In either case, the Company’s results of operations could be materially and adversely affected.

8Suite 1400,

~~Risks~~505 ~~Related~~University toAvenue ~~Supply of Materials and Services~~

~~The Company purchases most of its raw materials~~Toronto, ~~including~~Ontario ~~silicon~~M5G ~~wafers,~~1X3 bobbins, cores, diodes, hydraulic pumps, gyroscopes, stabilized platforms, and electronic transformers on a purchase order basis from a number of vendors. Although the Company tries to have alternative supply sources for all necessary materials, some materials and services have a single source supplier. If any subcontractors or vendors are unable to provide these materials in the future, the relationships with the Company’s customers could be seriously affected and its revenues, financial condition and cash flows could be severely damaged. Although the Company seeks to reduce its dependence on sole and limited source suppliers both for services and for materials, disruption or financial, operational, production or quality assurance difficulties at any of these sources could occur and cause the Company to have problems with the delivery of necessary supplies.

~~Inventories~~Canada ~~May Become Obsolete~~

~~The~~October ~~life~~3, ~~cycles~~2006 of some of the Company’s products depend heavily upon the life cycles of the end products into which these products are designed. Products with short life cycles require the Company to manage closely its production and inventory levels. Inventory may also become obsolete because of adverse changes in end-market demand. The life cycles for electronic components have been shortening over time at an accelerated pace. The Company may be adversely affected in the future by obsolete or excess inventories which may result from unanticipated changes in the estimated total demand for the Company’s products or the estimated life cycles of the end products into which the Company’s products are designed.

~~The~~Dear ~~Company’s~~Shareholders ~~International Operations~~ and ~~Sales Expose the Company to Material Risks~~ Optionholders:

~~The~~You ~~Company~~are ~~expects~~cordially ~~revenues~~invited ~~from~~to ~~foreign~~attend ~~markets~~a tospecial ~~continue~~meeting toof ~~represent~~the ashareholders ~~portion~~and optionholders of ~~total~~API ~~revenues.~~Electronics ~~The~~Group ~~Company~~Corp. ~~maintains~~to ~~contracts~~be ~~with~~held ~~entities~~at 10:00 ina.m. ~~the~~(Toronto ~~United~~time) ~~States~~on Tuesday, ~~Canada~~October 31, ~~Europe~~2006 ~~and~~at ~~certain~~the ~~other~~offices ~~countries. There~~of ~~are~~WeirFoulds ~~risks~~LLP, ~~inherent~~Suite in1600, ~~doing~~130 ~~business~~King ~~internationally~~Street West, ~~including:~~Toronto, Ontario, Canada.

•On ~~changes~~May 8, in2006, orAPI ~~impositions~~agreed ~~of,~~to ~~legislative~~combine orwith ~~regulatory~~Rubincon ~~requirements~~Ventures Inc., ~~including~~a ~~environmental~~shell ~~regulations~~company ~~and~~incorporated ~~tax~~under the laws inof the ~~countries~~State inof ~~which~~Delaware and registered with the ~~Company~~US ~~sells~~Securities ~~its~~and ~~products;~~Exchange Commission. At the meeting, you will be asked to approve an arrangement that will combine the business of API with Rubincon.

•Rubincon ~~trade~~stockholders ~~restrictions;~~will meet on the same day to consider the approval of the change of name of Rubincon to “API Nanotronics Corp.” and the issuance by Rubincon of a share of special voting stock to be used in connection with the combination transaction.

•If ~~local~~the transaction is completed, each API common share will be exchanged for 10 shares of Rubincon common stock, or at the option of Canadian shareholders, 10 exchangeable shares of RVI Sub, Inc., a wholly-owned Canadian subsidiary of Rubincon. Each exchangeable share will be exchangeable for one share of Rubincon common stock at any time. The exchangeable shares will have economic ~~conditions;~~and voting rights equivalent to those of Rubincon common stock as nearly as practicable.

•The ~~transportation~~API ~~delays;~~board of directors unanimously recommends that shareholders vote “FOR” the arrangement that will give effect to the transaction.

•We ~~work~~have ~~stoppages;~~included with the accompanying joint management information circular and proxy statement, a form of proxy and a form of letter of transmittal for API shareholders to enable you to receive exchangeable share certificates or Rubincon common stock share certificates. Please review the joint management information circular and proxy statement carefully as it has been prepared to help you make an informed decision.

•We ~~economic~~hope you will be able to attend the special meeting. However, if you are unable to attend the special meeting in person, we urge you to complete the enclosed form of proxy and ~~political~~return ~~instability;~~it, not later than the times specified in the Notice of Special Meeting of Shareholders and Optionholders, in the envelope provided.

•Yours ~~changes~~truly, inAPI ~~import~~ELECTRONICS GROUP CORP. /~~export~~S/ ~~regulations,~~PHILLIP ~~tariffs~~DEZWIREK Phillip DeZwirek Chairman and ~~freight~~Chief ~~rates;~~Executive Officer

•Table difficultiesof in collecting receivables and enforcing contracts generally;Contents

LOGO

•API ~~currency~~ELECTRONICS ~~exchange~~GROUP ~~rate~~CORP. ~~fluctuations;~~

•505 ~~possibility~~University ofAvenue, ~~involvement~~Suite in1400 ~~legal proceedings in a foreign country; and~~

•Toronto, ~~terrorism~~Ontario orM5G ~~insurgencies~~1X3, ofCanada ~~some sort.~~

InNOTICE ~~addition,~~OF ~~the~~SPECIAL ~~laws~~MEETING of certain foreign countries may not protect the Company’s products or intellectual property rights to the same extent as do U.S. and Canadian laws. Therefore, the risk of piracy of the Company’s technology and products may be greater in these foreign countries. Although the Company has not experienced any material adverse effect on its operating results as a result of these and other factors, the Company cannot assure investors that such factors will not have a material adverse effect on the Company’s financial condition and operating results in the future.

~~Delays~~OF ~~in Production, Implementing New Production Techniques or Resolving Problems Associated with Technical Equipment Malfunctions Could Adversely Affect the Company’s Manufacturing Efficiencies~~

~~The~~SHAREHOLDERS ~~Company’s manufacturing~~AND ~~efficiencies~~OPTIONHOLDERS will be an important factor in its future profitability, and the Company cannot assure investors that it will be able to maintain or increase its manufacturing efficiencies. The Company’s manufacturing processes are highly complex, require advanced and costly equipment, and are continually being modified in an effort to improve yields and product performance. The Company may experience manufacturing problems in achieving acceptable yields or experience product delivery delays in the future as a result of, among other things, capacity constraints, construction delays, upgrading or expanding existing facilities, or changing process technologies, any of which could result in a loss of future revenues. The Company’s operating results also could be adversely affected by the increase in fixed costs and operating expenses related to increases in production capacity if revenues do not increase proportionately.

9OF

~~Interruptions,~~API ~~Delays~~ELECTRONICS orGROUP ~~Cost Increases Affecting the Company’s Materials, Parts, Equipment or Subcontractors May Impair the Company’s Competitive Position~~CORP.

~~The~~Notice ~~Company’s~~is hereby ~~manufacturing~~given ~~operations~~that ~~depend~~a ~~upon~~special ~~obtaining~~meeting ~~adequate supplies~~ of ~~materials,~~the ~~parts and~~shareholders ~~equipment, including silicon, mold compounds, lead frames, bobbins, cores, diodes, hydraulic pumps, gyroscopes, stabilized platforms,~~ and ~~electronic~~optionholders ~~transformers~~of onAPI aElectronics ~~timely~~Group ~~basis from third parties~~Corp. ~~The~~(“API”) ~~Company’s~~will ~~results of operations could~~ be ~~adversely~~held ~~affected~~at if10:00 ~~it is unable to obtain adequate supplies of materials, parts and equipment in~~ a ~~timely manner, or if the costs of materials, parts or equipment increase significantly~~.m. ~~From~~(Toronto time) ~~to time~~on, ~~suppliers may extend lead times~~Tuesday, ~~limit~~October ~~supplies or increase prices due to capacity constraints or other factors. If any such suppliers experience financial difficulties~~31, ~~the~~2006 ~~Company~~(“Meeting ~~could~~Date”) beat ~~adversely affected. Although~~ the ~~Company~~office ~~generally~~of ~~uses materials~~WeirFoulds LLP, ~~parts~~Suite ~~and equipment~~1600, ~~available~~130 ~~from~~King ~~multiple~~Street ~~suppliers~~West, ~~it has a limited number of suppliers for some materials~~Toronto, ~~parts and equipment. While the Company believes that alternate suppliers for these materials~~Ontario, ~~parts and equipment are available~~Canada, anfor ~~interruption or termination of supply sources could materially impair~~ the ~~Company’s~~following ~~operations.~~purposes:

~~Some~~1. ofTo ~~the~~consider, ~~Company’s~~pursuant ~~products~~to ~~are~~an ~~assembled~~Interim ~~and tested by~~Order ~~third-party~~of ~~subcontractors.~~the ~~The~~Ontario ~~Company~~Superior ~~does~~Court ~~not~~of ~~have~~Justice ~~any~~dated ~~long-term~~July ~~agreements~~19, ~~with~~2006 ~~these~~and ~~subcontractors.~~amended AsAugust ~~a result~~3, ~~the~~2006 ~~Company~~and, ~~may~~if ~~not~~deemed ~~have~~advisable, ~~assured~~to ~~control~~pass, ~~over~~with ~~its product delivery schedules~~ or ~~product~~without ~~quality.~~variation, ~~Due~~a tospecial ~~the~~resolution ~~amount of time typically required~~ to ~~qualify~~approve ~~assemblers~~an ~~and~~arrangement ~~testers,~~under ~~the~~Section 182 ~~Company~~of ~~could experience delays in~~ the ~~shipment~~Business ofCorporations Act ~~its~~(Ontario), ~~products~~all ifas itmore isparticularly ~~forced~~described ~~to find alternative third parties to assemble or test them. Any product delivery delays~~ in the ~~future~~accompanying ~~could have~~Joint aManagement ~~material~~Information ~~adverse~~Circular ~~effect on the Company’s operating results~~ and ~~financial~~Proxy ~~condition.~~Statement; ~~The Company’s operations~~ and ~~ability to satisfy customer obligations could be adversely affected if its relationships with these subcontractors were disrupted or terminated.~~

~~Although~~2. ~~the Company seeks to reduce its dependence on its sole and limited source suppliers, disruption or termination of any of~~To ~~these~~transact ~~sources could occur, and~~ such ~~disruptions~~further or ~~terminations~~other ~~could harm the Company’s~~ business ~~and~~as ~~operating~~may ~~results.~~properly Income ~~the~~before ~~event that any of~~ the ~~Company’s~~special ~~subcontractors~~meeting ~~were to experience financial, operational, production~~ or ~~quality assurance~~any ~~difficulties~~adjournment ~~resulting in a reduction~~ or ~~interruption~~adjournments ~~in supply, its operating results would suffer until alternate subcontractors, if any, became available~~thereof.

~~Environmental~~Each person ~~Liabilities~~who ~~Could~~is ~~Adversely~~a ~~Impact~~holder of record of API common shares at the ~~Company’s~~close ~~Financial~~of ~~Position~~business on October 2, 2006 is entitled to notice of, and to attend and vote at, the special meeting and any adjournment or postponement thereof, provided that to the extent a person has transferred any API common shares after the record date and the transferee of the shares establishes that the transferee owns the shares and demands not later than ten days before the special meeting to be included in the list of holders eligible to vote at the special meeting, the transferee will be entitled to vote the shares at the special meeting. Holders of API options will not have the right to vote at such meeting.

~~United~~Pursuant ~~States~~to ~~federal~~the Interim Order, ~~state and~~a ~~local~~copy ~~laws~~of ~~and~~which ~~regulations~~is ~~and~~attached ~~federal,~~as ~~provincial~~Annex C to the Joint Management Information Circular and ~~local~~Proxy ~~laws~~Statement, ~~rules~~shareholders ~~and~~have been ~~regulations~~granted the right to dissent in ~~Canada~~respect of the arrangement. If the arrangement becomes effective, ~~impose~~a ~~various~~dissenting ~~restrictions~~shareholder ~~and~~will ~~controls~~be onentitled to be paid the ~~discharge~~fair value of ~~materials,~~the ~~chemicals~~common ~~and~~shares ~~gases~~held ~~used~~by insuch holder if the ~~Company’s~~Corporate ~~manufacturing~~Secretary ~~processes.~~of API or Inthe ~~addition,~~Chairman ~~under~~of ~~some~~the ~~laws~~special ~~and~~meeting ~~regulations,~~shall have received from such dissenting holder before the ~~Company~~special ~~could~~meeting bea ~~held~~written ~~financially~~objection ~~responsible~~to ~~for~~the ~~remedial~~resolution ~~measures~~in ifrespect ~~its~~of ~~properties~~the ~~are~~arrangement ~~contaminated~~and orthe ifdissenting itholder ~~sends~~shall ~~waste~~have tootherwise acomplied ~~landfill~~with orthe provisions ~~recycling~~of ~~facility~~section ~~that~~185 ~~becomes~~of ~~contaminated~~the Business Corporations Act (Ontario), ~~even~~as ifmodified by the ~~Company~~ ~~did~~Interim ~~not~~Order. ~~cause~~The dissent right is described in the ~~contamination.~~accompanying ~~Also~~Joint Management Information Circular and Proxy Statement, and the ~~Company~~full ~~may~~text beof ~~subject~~section to185 ~~common~~of the ~~law~~Business ~~claims~~Corporations ifAct it(Ontario) ~~releases~~is ~~substances~~attached ~~that~~as ~~damage~~Annex orH ~~harm~~to ~~third~~the ~~parties~~Joint Management Information Circular and Proxy Statement. ~~Further,~~Failure ~~future~~to ~~changes~~strictly comply with the requirements set forth in ~~environmental~~section ~~laws~~185 orof ~~regulations~~the ~~may~~Business ~~require~~Corporations ~~additional~~Act (Ontario), as ~~investments~~modified inby ~~capital~~the ~~equipment~~Interim orOrder, may result in the ~~implementation~~loss of ~~additional~~any ~~compliance~~right ~~programs~~of dissent. Persons who are beneficial owners of common shares registered in the ~~future.~~name ~~Any~~of ~~failure~~a tobroker, ~~comply~~custodian, ~~with~~nominee ~~environmental~~or ~~laws~~other orintermediary ~~regulations~~who ~~could~~wish ~~subject~~to dissent should be aware that only the ~~Company~~registered holders of such shares are entitled to ~~serious~~dissent. ~~liabilities~~Accordingly, ~~and~~if ~~could~~you ~~have~~are such a ~~material~~beneficial ~~adverse effect~~owner onof ~~its~~common ~~operating~~shares ~~results~~desiring ~~and~~to ~~financial condition.~~

InTable the conduct of the Company’s manufacturing operations, it has handled and continues to handle materials that are considered hazardous, toxic or volatile under U.S. federal, state and local laws and Canadian, federal, provincial and local laws, rules and regulations. The risk of accidental release of such materials cannot be completely eliminated. In addition, contaminants may migrate from or within, or through property. These risks may give rise to claims. Where third parties are responsible for contamination, the third parties may not have funds, or make funds available when needed, to pay remediation costs imposed under environmental laws and regulations. Contents

~~Fluctuations~~ exercise ~~and~~your ~~Changes~~right of dissent, you must make arrangements for the common shares beneficially owned by you to be registered in ~~Earnings~~your name prior to the time the written objection to the resolution in respect of the arrangement is required to be received by API or, alternatively, make arrangements for the registered holder of your common shares to dissent on your behalf.

~~While~~Shareholders ~~API~~are ~~has~~urged ~~been~~to incomplete, ~~business~~sign, ~~for~~date ~~approximately~~and 20return ~~years,~~the itenclosed ~~has~~proxy ~~experienced~~promptly ~~losses~~ in ~~some~~the ofenvelope ~~its~~provided ~~recent~~and ~~financial~~mail ~~years,~~it ~~including~~to ~~the~~or ~~fiscal~~deposit ~~years~~it ~~ended~~with ~~May 31,~~Equity ~~1999,~~Transfer ~~2000,~~& ~~2002,~~Trust ~~2003~~Company at Suite 420, ~~2004~~120 ~~and~~Adelaide ~~2005.~~Street ~~API~~West, ~~may~~Toronto, ~~experience~~Ontario ~~significant~~M5H ~~fluctuations~~4C3 inCanada. ~~future~~To ~~quarterly~~be ~~results~~effective, ~~that~~proxies ~~may~~must be ~~caused~~received by ~~many~~Equity ~~factors~~Transfer & Trust Company, ~~including~~not later than 4:00 p.m. (iToronto time) ~~the~~ ~~pace~~on ofMonday, ~~development~~October of30, 2006, ~~its~~the business; ~~(ii) changes~~day inprior to the ~~level~~Meeting ~~of marketing~~Date, ~~and~~or, ~~other~~if ~~operating~~the ~~expenses~~special tomeeting ~~support~~is ~~future~~adjourned, ~~growth;~~not ~~(iii) competitive~~later ~~factors;~~than ~~(iv) product~~24 ~~obsolescence;~~hours (~~v) availability~~excluding ofSaturdays, ~~adequate~~Sundays ~~supplies;~~and ~~(vi~~holidays) ~~changes~~ inbefore ~~manufacturing~~the ~~yields~~time of the special meeting, ~~and~~or ~~(vii) general~~any ~~economic conditions.~~adjournment or postponement thereof.

~~Dependence~~Toronto, onOntario ~~Additional Financing~~

~~The Company~~October ~~may require additional financing in order to support expansion~~3, ~~develop~~2006 new or enhanced services or products, respond to competitive pressures, acquire complementary businesses or technologies, or take advantage of unanticipated opportunities. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions, as well as the business performance of the Company. There can be no

10By Order of the Board of Directors /S/ PHILLIP DEZWIREK Phillip DeZwirek Chairman and Chief Executive Officer

assuranceTable that the Company will be successful in its efforts to arrange additional financing under satisfactory terms. If additional financing is raised by the issuance of shares of the Company’s Common Stock, the Company’s shareholders may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, the Company may not be able to take advantage of opportunities, or otherwise respond to competitive pressures and remain in business. Contents

~~Risks~~API ~~Related~~ELECTRONICS toGROUP ~~Fire,~~CORP. ~~Natural Disaster, Other Disasters, and Equipment Problems~~

IfRUBINCON aVENTURES fire, natural disaster or any other catastrophic event prevents the Company or any of its subsidiaries from operating their factories for more than a few days, the Company’s revenues and financial condition could be severely impactedINC. The Company has four manufacturing facilities located in different locations and although it is unlikely that a fire, natural disaster or similar occurrence would affect all such facilities, the loss of the use of one of these facilities would negatively impact the Company. In addition, it is possible that a catastrophic event such as the attacks of September 11, 2001, could impact all facilities for some period of time. There are a number of foundries which, given appropriate lead times, could meet some of the Company’s fabrication needs. However, in the event the Company has to use such foundries, it cannot guarantee that it will be able to meet its customers’ required delivery schedules. Because of the unique nature of the Company’s manufacturing processes, it would be difficult for the Company to arrange for independent suppliers to produce semiconductors, microelectronic circuits, bobbins, cores, diodes or other electronic components in a short period of time. While the Company believes that it has sufficient manufacturing capacity to meet its near term plans, prolonged problems with the equipment at any of the facilities could cause the Company to miss its production goals.

~~Dependence~~JOINT onMANAGEMENT ~~Key~~INFORMATION CIRCULAR AND PROXY ~~Personnel~~STATEMENT

~~The~~This ~~Company~~Joint isProxy ~~dependent~~Statement ~~upon~~is abeing ~~small~~furnished ~~number~~to holders of ~~key~~common ~~personnel.~~shares ~~The~~and ~~loss~~options ofto ~~the~~purchase ~~services~~common ofshares ~~one or more~~ of ~~such personnel could have a~~API ~~material~~Electronics ~~adverse~~Group ~~effect on the Company~~Corp., ~~The~~an ~~Company’s~~Ontario ~~success~~corporation ~~will~~(“API”), ~~depend~~ in ~~large~~connection ~~part~~with on the ~~efforts~~solicitation of ~~these~~proxies ~~individuals.~~by Itthe isAPI ~~not~~board ~~currently~~of ~~proposed~~directors ~~that~~for ~~there~~use ~~will~~at bethe ~~any~~API ~~long-term~~meeting ~~employment~~to ~~agreements~~be orheld ~~key-man~~at ~~insurance~~10:00 ~~in respect of such key personnel~~a.m. ~~The~~(Toronto ~~Company~~time) ~~will~~on ~~face~~Tuesday, ~~intense~~October ~~competition~~31, ~~for qualified personnel~~2006, ~~and~~at ~~there~~the offices ~~can~~of beWeirFoulds noLLP, ~~assurance~~Suite ~~that~~1600, ~~the~~130 ~~Company~~King ~~will~~Street beWest, ~~able~~Toronto, toOntario, ~~attract~~Canada, and ~~retain~~any ~~such~~adjournment ~~personnel~~or postponement thereof.

~~Related~~This Joint ~~Party~~Proxy ~~Transaction~~Statement is also being furnished to holders of common stock, par value US$0.001 per share, of Rubincon Ventures Inc., a Delaware corporation (“Rubincon”), in connection with the solicitation of proxies by the Rubincon board of directors for use at the Rubincon meeting to be held at 10:00 a.m. (local time) on Tuesday, October 31, at the offices of CD Faber Law Corporation, Suite 2602, 1111 Beach Avenue, Vancouver, British Columbia, Canada, and any adjournment or postponement thereof.

~~(a)~~This ~~Included~~Joint inProxy ~~general~~Statement and ~~administrative~~the ~~expenses~~accompanying ~~are~~forms ~~consulting fees~~ of ~~$45,479~~proxy ~~(2005~~are -first ~~$42,590)~~being ~~paid~~mailed to ansecurityholders ~~individual~~of ~~who~~API ~~is a director~~ and Rubincon ~~officer~~on ofor ~~the~~about ~~Company~~October ~~and rent~~10, ~~management~~2006 ~~fees,~~ and ~~office~~is ~~administration~~dated ~~fees~~October ~~of $137~~3,~~523~~ ~~(2005 - $137,523) paid to a corporation in which two of the directors are also directors of the Company~~2006.

~~(b)~~All ~~Included~~information in ~~accounts~~this ~~payable~~Joint atProxy ~~year~~Statement ~~end~~relating ~~are amounts payable~~ to anAPI ~~individual~~has ~~who~~been supplied isby aAPI, ~~director of the Company for consulting fees~~ and ~~expenses~~all ininformation ~~the~~relating ~~amount~~to ofRubincon ~~$5,228~~has ~~(May~~been ~~31,~~supplied ~~2005~~by -Rubincon. ~~$12,106)~~

~~(c) Included in other income is a gain on sale of marketable securities of CECO Environmental Corp. in the amount of $70~~SEE,~~462~~ ~~(2005~~“ RISK -FACTORS” ~~$Nil).~~BEGINNING ~~CECO~~ON ~~Environmental~~PAGE ~~Corp.~~20 isFOR aCONSIDERATIONS ~~corporation~~RELEVANT inTO ~~which~~APPROVAL ~~two~~OF ofTHE ~~its directors are also directors of the Company~~PROPOSALS.

~~These~~No ~~related~~person ~~party~~is authorized ~~transactions~~to ~~were~~give any information or to make any representation not contained in this Joint Proxy Statement and, if given or made, such information or representation should not be relied upon as having been authorized. This Joint Proxy Statement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the ~~normal~~solicitation ~~course~~of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of ~~operations~~an ~~and~~offer or proxy solicitation. Neither delivery of this Joint Proxy Statement nor any distribution of the ~~are~~securities ~~recorded~~referred atto in this Joint Proxy Statement shall, under any circumstances, create an implication that there has been no change in the ~~exchange~~information ~~amount~~set ~~agreed~~forth toherein bysince the ~~related~~date ~~parties~~of this Joint Proxy Statement.

ProposedTable Transactionsof Contents

~~On March 16, 2006, the API signed a letter of intent that provides for a merger agreement with Rubincon Ventures Inc. See Subsequent Events for details on this~~ ~~proposed~~TABLE ~~transaction.~~OF CONTENTS

Critical Accounting Estimates


QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SHAREHOLDER MEETINGS		1
General Questions and Answers		1
Rubincon Shareholder Questions and Answers		4
API Securityholder Questions and Answers		6
SUMMARY		11
Overview of the Transaction		11
The Companies		11
The Combined Company		12
Reasons for the Transaction		13
Recommendations to Shareholders		14
What API Shareholders Will Receive in the Transaction		14
What API Optionholders Will Receive in the Transaction		15
Market Price Data		15
Who Can Vote at the Meetings		15
Shareholder Votes Required		15
Dissent Rights		16
Interests of API Officers and Directors		16
Accounting Treatment		16
Regulatory Approvals		16
Conditions to the Consummation of the Transaction		16
Termination of the Combination Agreement		17
No Solicitation		17
The Transaction Documents		17
Tax Consequences of the Transaction		17
Exchange Rate of Canadian and U.S. Dollars		18
Per Share Equivalent Share Prices		19
RISK FACTORS		20
Risks Relating to the Transaction		20
Risks Relating to the Securities to be Received in the Transaction		22
Risks Relating to the Businesses of Rubincon, API and the Combined Company		23
Risks Related to the Taxation of the Transaction		25
Risks Related to the Shareholders and Management of API and Rubincon		25
FORWARD-LOOKING STATEMENTS		27
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA		29
COMPARATIVE PER SHARE DATA		36
PER SHARE MARKET PRICE DATA		37
INFORMATION ABOUT THE MEETINGS AND VOTING		38
The Rubincon Special Meeting—Information For Rubincon Stockholders		38
The API Special Meeting—Information For API Shareholders and Optionholders		38
DESCRIPTION OF THE TRANSACTION		41
Overview of the Transaction		41
Background		41
Reasons for the Transaction		42
Rubincon’s Reasons for the Transaction		42
Potential Risks to Rubincon		43
API’s Reasons for the Transaction		43
Potential Risks to API		44
Recommendations of the Boards of Directors		44
Transaction Mechanics and Description of Exchangeable Shares		45

~~Our~~i significant accounting policies are fully described in the notes to the consolidated financial statements. Some of API’s accounting policies involve estimates that require management’s judgment in the use of assumptions about matters that are uncertain at the time the estimate is made. Different estimates, with respect to key variables used for the calculations, or changes to estimates, could potentially have a material impact on API’s financial position or results of operations. The development and selection of the critical accounting estimates are described below.

11Table of Contents

Goodwill and Intangible Assets


The Plan of Arrangement		46
Rights Relating to the Exchange or Redemption of Exchangeable Shares		46
Shareholder Automatic Rights to Receive Rubincon Common Stock		48
Delivery of Rubincon Common Stock		54
The Combination Agreement		54
Dissenting Shareholders’ Rights		56
Anticipated Accounting Treatment		57
Business Combination Costs		57
Procedures for Transfer of Share Certificates by API Shareholders and Options by API Optionholders		57
Listings		58
Regulatory Matters		58
Resales of Exchangeable Shares and Rubincon Common Stock Received in the Transaction		58
Ongoing Canadian Reporting Requirements		60
Interests of Certain Persons in the Transaction		60
INFORMATION ABOUT THE SHARE CAPITAL OF RUBINCON AND RVI SUB		61
Rubincon Share Capital		61
RVI Sub Share Capital		61
COMPARISON OF SHAREHOLDER RIGHTS		63
TAX CONSIDERATIONS		72
Canadian Federal Income Tax Considerations To API Shareholders		72
Canadian Federal Income Tax Considerations To API Optionholders		80
United States Federal Income Tax Considerations To API Shareholders		81
AMENDMENT OF RUBINCON’S CERTIFICATE OF INCORPORATION		86
Background and Reasons		86
Amendment		86
Timing		87
DETAILED INFORMATION ABOUT THE COMPANIES		88
INFORMATION WITH RESPECT TO RUBINCON VENTURES INC.		88
Description Of Business		88
Historical Overview of Rubincon		88
Description Of Properties		92
Legal Proceedings		92
Market Price of and Dividends on the Rubincon’s Common Equity and Related Matters		92
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Years Ended January 31, 2006 and 2005		93
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Month Period Ended April 30, 2006 and 2005		97
Changes and Disagreements with Accountants on Accounting and Financial Disclosure		99
Quantitative and Qualitative Disclosures about Market Risk		100
Directors and Executive Officers of Rubincon		100
Significant Employees		101
Family Relationships		101
Audit Committee and Audit Committee Financial Expert		101
Recommendation of Nominees to the Board of Directors		101
Security Ownership of Certain Beneficial Owners and Management		102
Changes in Control - Rubincon		102
Certain Relationships and Related Transactions - Rubincon		103
INFORMATION WITH RESPECT TO API		104
Description Of Business		104
History and Development of API		104
Shareholder Rights Plan		106
Financial Information About Segments		108

Weii account for our business acquisitions under the purchase method of accounting. The total cost of an acquisition is allocated to underlying net assets based on their respective estimated fair values. As part of this allocation process, we must identify and attribute values and estimated lives to the intangible assets acquired. Such determinations involve considerable judgment and often involve the use of significant estimates and assumptions, including those with respect to future cash inflows and outflows, discount rates and asset lives. These determinations will affect the amount of amortization expense recognized in future periods.

GoodwillTable is initially recorded when the initial purchase price for an acquisition exceeds the fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized but rather is periodically assessed for impairment. We perform an annual review or more frequently if circumstances indicate that a potential impairment exists to determine if the recorded goodwill is impaired. Contents

We also review amortizable intangible assets for impairment whenever circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows.


Description of the Business		110
Business Overview – API Electronics, Inc., the Filtran Group and TM Systems		110
API Electronics, Inc. – Operations, Activities and Products		110
Filtran Group of Companies - Operations, Activities and Products		112
TM Systems - Operations, Activities and Products		116
Keytronics, Inc. – Operations, Activities and Products		118
Risks Related to API’s Primary Businesses - the Operation of API Electronics, Filtran Group, TM Systems and Keytronics		120
Description of Property - API		124
Legal Proceedings - API		125
Market Price of and Dividends on API’s Common Equity and Other Related Matters		125
Trading in the Canadian Market or Other Foreign Market		126
Holders		126
Dividends		128
Exchange Controls		129
Taxation		129
Certain Canadian Federal Income Tax Consequences		129
Certain United States Federal Income Tax Consequences		130
Management’s Discussion and Analysis of Financial Condition and Results of Operations for API		133
Changes and Disagreements with Accountants on Accounting and Financial Disclosure		153
Quantitative and Qualitative Disclosures about Market Risk		153
Directors, Executive Officers, Promoters and Control Persons		154
Significant Employee		156
Family Relationships		156
Audit Committee and Audit Committee Financial Expert		156
Compensation		157
Certain Relationships and Related Transactions		159
CERTAIN LEGAL AND OTHER INFORMATION		160
Auditors, Transfer Agent and Registrar		160
Where You Can Find More Information		160
INDEX TO FINANCIAL STATEMENTS		F-1
Financial Statements for API Electronic Group Corp. for the Fiscal Years Ended May 31, 2006, 2005 and 2004		F-1
Financial Statements for Keytronics, Inc. for the Fiscal Years Ended September 30, 2005 and 2004		F-33
Financial Statements for Keytronics, Inc. for the Six Month Periods Ended March 31, 2006 and 2005		F-38
Financial Statements for Rubincon Ventures Inc. for the Fiscal Years Ended January 31, 2006, 2005 and 2004		F-45
Financial Statements for Rubincon Ventures Inc. for the Six Month Periods Ended July 31, 2006 and 2005		F-61

~~Inventories~~ANNEX A — Forms of Arrangement Resolutions ANNEX B — Combination Agreement ANNEX C — Interim Order and Supplemental Order ANNEX D — Plan of Arrangement, Exchangeable Share Provisions ANNEX E — Form of Support Agreement ANNEX F — Form of Voting and Exchange Trust Agreement ANNEX G — Certificate of Incorporation of Rubincon Ventures Inc. and Proposed Amendment ANNEX H — Section 185 of the Business Corporations Act (Ontario)

~~Inventories~~UNLESS ~~are~~OTHERWISE ~~valued at~~INDICATED, ~~the~~ALL ~~lower~~DOLLAR ofAMOUNTS ~~cost~~IN ~~and~~THIS ~~net~~JOINT ~~realizable~~MANAGEMENT ~~value.~~INFORMATION ~~Due~~CIRCULAR ~~provision~~AND ~~has~~PROXY ~~been made for slow moving and obsolete inventories. As a result of a high rate of technological change management closely monitors the quality and profile of inventories to identify~~STATEMENT ~~items~~ARE ~~which~~EXPRESSED ~~may~~IN ~~present a risk~~U. ~~Management reviews inventory items on a regular basis which minimizes overall risk~~S. ~~Estimated unrecoverable amounts are charged to earnings in the period in which the risk is identified~~DOLLARS.

~~Receivables~~iii

ManagementTable follows conservative practices in granting trade credit and diligently practices several credit minimizing techniques. Management regularly reviews the entire accounts receivable portfolio and updates, based on most current available information, its estimate of unrecoverable amounts. The amounts form the basis of the Company’s allowance for doubtful accounts. Contents

~~Accounting~~ QUESTIONS ~~for~~AND ~~Income~~ANSWERS ~~Taxes~~ABOUT THE TRANSACTION AND THE

~~Significant~~SHAREHOLDER ~~management~~MEETINGS judgment is required in determining our provision for income taxes, our income tax assets and liabilities, and any valuation allowance recorded against income tax assets. We operate in multiple geographic jurisdictions and, to the extent we have profits in each jurisdiction, these profits are taxed pursuant to the tax laws of their jurisdiction. In preparing the consolidated financial statements, the Corporation is required to estimate its income tax obligations. This process involves estimating the actual tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in future income tax assets and liabilities, which are recorded on the consolidated balance sheet. The Company assesses, based on all available evidence, the likelihood that the future income tax assets will be recovered from future taxable income and, to the extent that recovery is not “more likely than not,” a valuation allowance is established. If the valuation allowance is changed in a period, an expense or benefit must be included within the tax provision on the consolidated income statement.

~~Revenue~~ General ~~Recognition~~Questions and Answers

WeQ: ~~follow~~What specific guidelines in measuring revenue, however certain judgments affect the application of the policies. Revenue from contracts is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred, excluding costs that are ~~not~~Rubincon representative of progress to completion, as a percentage of total costs anticipated for each contract. Provision is made for losses on contracts in progress when such losses first become known. Revisions in cost and ~~profit~~API ~~estimates, which can be significant, are reflected in the accounting period in which the relevant facts become known.~~ proposing?

~~Provisions~~A: ~~for~~Rubincon ~~warranty~~and ~~claims~~API are proposing to combine the operations and ~~other~~ownership ~~allowances~~of ~~are~~both ~~made~~companies ~~based~~into ona ~~contract~~single ~~terms~~consolidated ~~and~~publicly ~~prior~~traded ~~experience~~enterprise. ~~Non-contract~~To ~~revenue~~accomplish ~~when~~this itfrom isa ~~realized~~legal orperspective, ~~realizable~~Rubincon and ~~earned~~API are proposing to engage in a transaction that will result in Rubincon indirectly acquiring all of API’s outstanding common shares, with API becoming a wholly-owned subsidiary of Rubincon. The ~~Company~~transaction ~~considers~~will ~~non-contract~~be ~~revenue realized~~carried orout ~~realizable~~pursuant to the combination agreement, dated as of May 5, 2006, between Rubincon and ~~earned~~API ~~when~~(which itwe ~~has~~refer ~~persuasive~~to ~~evidence~~in this document as the combination agreement) and a plan of anarrangement involving API and Rubincon (which we refer to in this document as the plan of arrangement,). ~~delivery~~The ~~has~~combination ~~occurred~~agreement and plan of arrangement provide that each outstanding API common share will be exchanged for 10 shares of Rubincon common stock, or at the ~~sales~~option ~~price~~of iseach ~~fixed~~Canadian orholder ~~determinable~~of the API common share, ~~and~~for ~~collectibility~~10 isexchangeable ~~reasonably~~shares ~~assured~~in the capital of a wholly-owned Canadian subsidiary of Rubincon called RVI Sub, Inc. ~~Delivery~~(which ~~does~~we ~~not~~refer ~~occur~~to ~~until~~in ~~products~~this ~~have~~document ~~been~~as ~~shipped~~ “RVI Sub”), and ~~risk~~each API option will be exchanged for an option to purchase 10 shares of ~~loss~~Rubincon ~~and~~common ~~ownership~~stock, ~~has~~with ~~transferred~~the exercise price to be adjusted by dividing the ~~client.~~applicable exercise price by 10.

12When the terms “transaction” or “business combination” are used throughout this document, they mean the transactions contemplated by the combination agreement and the plan of arrangement, pursuant to which, among other things, Rubincon will become the sole beneficial holder of all the outstanding API common shares.

~~Changes~~Q: inWhy ~~Accounting~~are ~~Policies~~Rubincon and API proposing to combine?

~~Stock~~A: ~~Based~~Rubincon ~~Compensation~~and API are proposing to combine because Rubincon and API each believes that a combination of the two companies will provide substantial benefits to the shareholders of both companies. This will be achieved by allowing shareholders the opportunity to participate in a company with superior access to capital, greater share liquidity and shares more useful for acquisitions, and therefore superior growth prospects.

~~Effective~~Q: ~~June 1,~~Why ~~2004,~~am ~~the~~I ~~Company~~receiving adopted the revised CICA Handbook Section 3870, “Stock-Based Compensation and Other Stock-based Payments” which requires the application of a fair value method of accounting to all stock-based compensation payments to employees. Under this ~~method,~~document ~~API is required to recognize a charge to the income statement based on an option-pricing model for all stock options that were granted~~ and ~~vested~~proxy in the period, with a corresponding credit to Contributed Surplus under the Shareholders’ Equity section of the Balance Sheet. In accordance with the transitional provisions of Section 3870, the Company has retroactively applied the fair value method of accounting to stock option awards and warrant extensions granted since June 1, 2002 using the Black-Scholes option-pricing model. An adjustment to the opening deficit at June 1, 2004 in the amount of $1,876,956 has been recorded representing the total stock-based compensation expense had the fair value method been used for employee stock options granted and warrants modified after June 1, 2002. The offset to deficit is an increase in contributed surplus in the amount of $1,876,956 resulting in no net change to shareholders’ equity. The adjustment represents the total compensation expense which would have been recorded had the fair value method been used for stock options granted after June 1, 2002. card?

~~Amortization~~ A: You are receiving this document and proxy card because you own shares of ~~Customer~~Rubincon ~~Contracts~~common stock, API common shares or options to purchase API common shares and the approval of Rubincon shareholders and API shareholders is needed to authorize the proposed transaction. API optionholders will not vote on the proposed transaction and have not been sent a proxy card.

~~During~~Q: ~~the~~What ~~year~~will ~~ended~~holders ~~May 31, 2004, the Company changed its accounting policy for the amortization~~ of ~~customer~~API ~~contracts from~~common ~~the~~shares ~~straight~~receive line basis to a basis which more closely matches the revenue earned from these contracts to the amortization for the year. The effect of this change was a reduction of amortization for the current year of $135,881. The change has been accounted for on a retroactive basis with restatement of the prior year figures. The effect of the change is to increase amortization in the ~~prior year by $48,531, the deficit of the 2003 year by $48,531 and reduce the 2004 year deficit by $87,350.~~ transaction?

~~Impairment~~A: In the transaction, the holders of ~~Long-Lived~~outstanding ~~Assets~~common shares of API (other than holders who properly exercise their dissent rights under Ontario law and become entitled to receive fair value for their API common shares) will receive 10 shares of Rubincon common stock, or if a Canadian API shareholder so elects, 10 shares of a newly created class of RVI Sub exchangeable shares, as consideration for each API common share.

~~Effective June 1,~~The ~~2004,~~exchangeable ~~API~~shares ~~prospectively~~will ~~adopted~~be ~~the~~issued ~~new~~by ~~CICA~~RVI ~~recommendations for the impairment of long-lived assets~~Sub. ~~A long-lived asset is an asset that does not meet the definition of a current asset.~~ The ~~new~~exchangeable ~~standard~~shares ~~requires~~will ~~recognition of an impairment loss when the carrying value of a long-lived asset is not recoverable and exceeds its fair value. Under the new standards~~be, ~~any~~as ~~impairment~~nearly ~~loss is measured~~ as ~~the~~practicable, ~~amount by which~~ the ~~carrying value of a long-lived asset exceeds its fair~~economic ~~value.~~equivalent ~~The new standard is not expected to have any material impact on our consolidated financial position or results~~ of ~~operation~~Rubincon oncommon ~~adoption~~stock.

~~Impact~~API shareholders who properly exercise their dissent rights under Ontario law will be entitled to be paid the fair value of ~~New~~their ~~Accounting~~API ~~Pronouncements~~common shares in cash. API option holders will not be entitled to dissent rights. Dissenters’ appraisal rights under the Delaware General Corporation Law (which we refer to in this document as the Delaware corporate law) are not available to Rubincon shareholders in connection with the transaction. See “Description of the Transaction—Dissenting Shareholders’ Rights” beginning on page 56.

~~Variable~~1 ~~Interest Entities~~

WeTable plan to adopt the CICA Accounting Guideline 15 (AcG-15) on the consolidation of variable interest entities which is effective for annual and interim periods beginning on or after November 1, 2004. Variable interest entities refer to those entities that are subject to control on a basis other than ownership of voting interest. AcG-15 provides guidance for identifying variable interest entities and the criterion for determining consolidation. We have determined that adoption of this standard will not have any material effect in our results form operations or financial position. Contents

~~Financial~~Q: ~~Instruments~~How -will ~~Disclosure~~the ~~and~~transaction ~~Presentation~~affect options to acquire API common shares?

InA: ~~November~~Each ~~2003,~~option ~~CICA~~to ~~Handbook~~purchase ~~Section 3860,~~common ~~Financial Instruments~~shares –of ~~Disclosure~~API ~~and~~will ~~Presentation~~be ~~was~~exchanged ~~amended~~for toa ~~require~~replacement ~~certain~~option ~~obligations~~to ~~that~~purchase ~~may~~a benumber ~~settled~~of atshares ~~the~~of ~~issuer’s~~Rubincon ~~option~~common instock ~~cash~~equal orto the ~~equivalent~~product ~~value~~of by10 amultiplied ~~variable~~by the number of ~~the~~API ~~issuer’s~~common ~~own~~shares ~~equity~~subject ~~instruments~~to ~~be presented~~the asAPI ~~a liability~~option. The ~~amendments~~applicable ~~are~~exercise ~~expected~~price towill be ~~effective~~adjusted ~~for~~by ~~fiscal~~dividing ~~years~~the ~~beginning~~applicable ~~after~~exercise ~~November 1,~~price ~~2004~~by ~~and would be applied retroactively~~10, ~~thus~~the ~~requiring~~exchange ~~restatement~~ratio.

WeExcept ~~have~~as ~~not~~otherwise ~~yet~~set ~~determined~~forth ~~the~~above ~~impact~~and except as described under “Description of the ~~adoption~~Transaction—Interests of ~~this~~Certain ~~standard~~Persons in the Transaction” beginning on ~~our~~page ~~results~~60, the terms and conditions applicable to each replacement option shall be substantially identical to the terms and provisions of ~~operations~~the API option for which it is exchanged, and the rights of the holder of each replacement option shall be substantially identical. Any document or ~~financial~~agreement ~~position~~previously evidencing API options will thereafter evidence and be deemed to evidence options to purchase shares of Rubincon common stock.

~~Financial~~Q: ~~Instruments~~Why –are ~~Recognition~~exchangeable ~~and~~shares ~~Measurement~~being offered to API shareholders who are residents of Canada?

InA: ~~January 2005,~~The ~~the~~exchangeable ~~CICA~~share ~~released new Handbook Section 3855~~structure, ~~Financial~~which ~~Instruments~~is –frequently ~~Recognition~~used ~~and~~in ~~Measurement,~~transactions ~~effective~~between ~~for~~U.S. ~~annual~~ and ~~interim~~Canadian ~~periods beginning after October 1~~companies, ~~2006.~~provides ~~This new section prescribes when a financial instrument is to be recognized on~~ the ~~balance~~opportunity ~~sheet~~for ~~and~~eligible atCanadian ~~what~~resident ~~amount,~~holders ~~sometimes~~of ~~using~~API ~~fair~~common ~~values~~shares ~~and~~to atmake ~~other~~a ~~times~~valid ~~using~~tax ~~cost-based~~election ~~measures.~~to Itdefer ~~also~~Canadian ~~specifies~~income ~~how~~tax ~~financial~~on ~~instruments~~any ~~gains~~capital ~~and~~gain ~~losses~~that ~~are~~would tootherwise bearise ~~presented,~~on ~~and~~the ~~defines~~exchange ~~financial instruments~~of totheir ~~include~~API ~~accounts~~shares ~~receivable~~for ~~and~~Rubincon ~~payable,~~common ~~investments in debt and equity securities and derivative contracts~~stock.

13Each exchangeable share is substantially the economic equivalent of a share of Rubincon common stock and is exchangeable at any time on a one-for-one basis for a share of Rubincon common stock. In addition, each holder of an exchangeable share will, through a trust agreement and special voting stock, effectively have the ability to cast votes along with holders of shares of Rubincon common stock.

WeQ: ~~have~~Will ~~not~~API ~~yet~~shareholders ~~determined~~be ~~the~~able ~~impact~~to oftrade the ~~adoption~~shares of ~~this~~Rubincon ~~standard~~common onstock ~~our~~that ~~results~~they ofreceive ~~operations~~in orthe ~~financial position.~~ transaction?

~~Comprehensive~~A: ~~Income~~Yes. Shares of Rubincon common stock currently trade on the OTC bulletin board (the “OTCBB”), and ~~Equity~~the shares of Rubincon common stock that will be issued in connection with the transaction will be eligible to trade on the OTCBB.

InThe ~~January 2005,~~shares ~~the~~of ~~CICA~~Rubincon ~~released~~common ~~new~~stock ~~Handbook~~received ~~Section 1530,~~in ~~Comprehensive~~exchange ~~Income, and Section 3251, Equity, effective~~ for ~~annual and interim periods beginning on or after October 1, 2006. Section 1530 establishes standards~~API ~~for~~common ~~reporting~~shares ~~and~~in ~~display~~the oftransaction ~~comprehensive~~will ~~income.~~not Itbe ~~defines~~subject ~~other comprehensive income~~ to ~~include~~prospectus ~~revenues,~~and ~~expenses,~~registration ~~gains~~requirements ~~and~~if ~~losses~~the ~~that,~~trade inis ~~accordance~~made ~~with~~through ~~primary~~the ~~sources~~facilities of ~~GAAP,~~the ~~are~~OTCBB ~~recognized~~or ina ~~comprehensive~~market ~~income,~~or ~~but~~exchange ~~excluded~~outside ~~from~~of ~~net income.~~Canada ~~The~~on ~~section~~which ~~does~~the ~~not~~Rubincon ~~address~~common ~~issues~~stock ofmay ~~recognition~~be quoted or listed ~~measurement~~ for ~~comprehensive~~trading ~~income~~at ~~and~~the ~~its~~time ~~components. The requirements in this section are in addition to Section 1530 and recommend~~ that ~~an enterprise should present~~ the ~~following~~ ~~components~~trade ~~of equity: retained earnings~~occurs, ~~accumulated~~in ~~other~~accordance ~~comprehensive~~with ~~income,~~ the ~~total~~rules ~~for retained earnings~~ and ~~accumulated~~regulations ~~other~~applicable ~~comprehensive~~to ~~income,~~that ~~contributed~~market ~~surplus~~or ~~and reserves~~exchange.

WeThe ~~have~~shares ~~not~~of ~~yet~~Rubincon ~~determined~~common stock received in exchange for API common shares in the ~~impact~~transaction will be freely transferable under United States federal securities laws, except for shares of Rubincon common stock held by persons who are deemed to be “affiliates” (as defined under the ~~adoption~~United States Securities Act of 1933, as amended (which we refer to in this ~~standard~~document onas ~~our~~the ~~results~~Securities Act)) of ~~operations~~API orprior ~~financial~~to ~~position~~the transaction. See “Description of the Transaction—Resales of Exchangeable Shares and Rubincon Common Stock Received in the Transaction” beginning on page 58.

~~Financial~~Q: ~~Instruments~~Will API shareholders be able to trade the exchangeable shares they receive in the transaction?

~~During~~A: ~~2006~~No. ~~and~~We ~~2005,~~do ~~the~~not ~~Company~~believe ~~did not~~a ~~use~~market ~~financial~~will ~~instruments~~exist for exchangeable shares and ~~did~~the combined companies do not ~~engage~~intend into ~~swaps,~~attempt ~~futures~~to develop such a market. However, orby ~~hedging~~exchanging ~~contracts~~exchangeable shares for shares of Rubincon common stock, asa holder of exchangeable shares will be able to trade the ~~Company~~economic equivalent of the holder’s ~~operations~~exchangeable ~~would~~shares ~~not~~on ~~normally~~the ~~require~~OTCBB, ~~use~~or ofin ~~such~~any ~~instruments.~~other market where Rubincon common stock may trade.

~~Evaluation~~2 ~~and Effectiveness of Disclosure Controls and Procedures~~

TheTable Company has established and maintains disclosure controls and procedures over financial reporting. The certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of February 28, 2006 and have concluded that such procedures are adequate and effective to ensure accurate and complete disclosures in interim filings. There have not been any material changes in these controls as at April 27, 2006. Contents

~~Subsequent~~Q: ~~Events~~How soon will I receive my shares of Rubincon common stock upon exchange of exchangeable shares?

OnA: ~~March 16, 2006,~~ API ~~signed~~shareholders awho ~~letter~~receive ofexchangeable ~~intent~~shares ~~with~~in ~~Rubincon~~the ~~Ventures,~~arrangement ~~Inc.~~and tolater ~~enter into~~request ~~a combination agreement~~ to ~~combine~~receive ~~the~~Rubincon ~~two~~common ~~entities.~~stock ~~The~~in ~~agreement~~exchange ~~between~~for ~~the~~their ~~two~~exchangeable ~~companies~~shares ~~provides~~will ~~that~~not ~~shareholders~~receive ofRubincon ~~API~~common ~~will~~stock ~~receive~~until ~~(i)~~ 10 ~~common~~to ~~shares~~15 ofbusiness adays ~~Canadian~~after ~~subsidiary~~the ofrequest ~~Rubincon~~is ~~Ventures~~received. ~~which~~During ~~are~~this ~~exchangeable~~10 onto ~~a share~~15 ~~for~~business ~~share~~day ~~basis~~period, ~~for~~the ~~shares~~market price of Rubincon ~~Venture~~common ~~for~~stock ~~each~~may ~~share~~increase ofor ~~API,~~decrease. orAny ~~(ii) 10~~such ~~shares~~increase ofor ~~Rubincon~~decrease ~~Ventures~~would ~~for~~affect ~~each~~the ~~share~~value of ~~API.~~the ~~The~~consideration ~~new~~to ~~entity~~be ~~created~~received by the ~~business~~holder ~~combination~~of ~~will~~exchangeable beshares. ~~known~~In asaddition, ~~API~~no ~~Nanotronics~~shares ~~Corp.~~of ~~Current~~Rubincon ~~API management~~common stock will ~~manage~~be ~~the~~issued ~~combined~~upon ~~company~~exchange ~~and~~of ~~the~~exchangeable ~~board~~shares ofuntil ~~directors~~a ~~will~~registration bestatement ~~controlled~~(which byRubincon ~~current~~will ~~members~~file ofwith ~~board~~the ofSEC ~~directors~~promptly) ofhas ~~API.~~been ~~The~~declared ~~completion~~effective ofby the ~~transaction~~SEC. isHowever, ~~subject~~API toand ~~the~~Rubincon ~~approval~~do ofnot ~~the~~intend ~~shareholders~~to ofclose ~~both companies and~~ the ~~completion~~ oftransaction ~~the~~until ~~required~~this ~~legal~~registration ~~and~~statement ~~regulatory~~is ~~documentation.~~declared effective.

~~API~~Q: ~~Nanotronics~~What ~~Outlook~~will happen to Rubincon common stock in the transaction?

~~Upon~~A: ~~the~~Nothing. ~~closing~~Each share of ~~the~~Rubincon ~~merger~~common ~~with~~stock outstanding will remain outstanding as a share of Rubincon ~~Ventures,~~common ~~Inc~~stock. However, ~~API~~because Rubincon will ~~change~~be ~~its~~issuing ~~name~~new shares of Rubincon common stock to API ~~Nanotronics~~shareholders ~~Corp.~~in ~~and~~the ~~will~~transaction, beeach ~~positioned~~outstanding share of Rubincon common stock immediately prior to ~~take~~the ~~advantage~~transaction will represent a smaller percentage of the ~~significant nanotechnology~~total ~~opportunity~~number inof ~~the~~shares ~~defense~~of ~~sector.~~Rubincon ~~API~~common ~~Nanotronics~~stock ~~will~~outstanding ~~leverage:~~after the consummation of the transaction.

•Q: ~~API’s~~What ~~existing~~percentage ~~long-standing~~of ~~client~~the ~~relationships~~combined ~~and~~company ~~position~~will asthe ashareholders ~~leading supplier~~ of ~~electronic~~Rubincon ~~components~~and toAPI ~~the~~respectively ~~defense industry;~~own?

•A: Upon completion of the transaction, we estimate that Rubincon’s ~~world~~shareholders ~~renowned~~and ~~nanotechnology~~API’s ~~scientist~~former ~~who~~shareholders ~~has~~will ~~experience~~own inapproximately ~~both~~58.61% ~~nanotechnology~~and ~~research~~41.39%, ~~and~~respectively, ~~products;~~of the outstanding economic interest in the combined company.

•Q: ~~Rubincon’s~~When ~~existing~~do ~~cash~~Rubincon ~~balance~~ and ~~access~~API expect to ~~capital;~~complete ~~and~~the transaction?

•A: ~~Expected~~Rubincon ~~growth~~and API expect to complete the transaction in the ~~nanotechnology~~fourth ~~market,~~quarter ~~which~~of iscalendar ~~expected~~year to2006. ~~reach~~Because $1the ~~trillion~~transaction ~~worldwide~~is bysubject ~~2015~~to ~~(source:~~shareholder ~~NSF)~~approvals and inother ~~which~~conditions, ~~the~~some ~~defense~~of ~~sector~~which isare ~~expected~~beyond toRubincon’s beand ~~one~~API’s ofcontrol, the ~~biggest~~exact ~~benefactors~~timing of ~~this~~completion ~~growth~~cannot be predicted.

~~API~~Q: ~~Nanotronics~~Who iswill ~~also~~be ~~expected~~the todirectors ~~continue API’s strategy~~ of ~~being a consolidator in~~ the ~~fragmented~~ ~~niche~~combined ~~defense~~company ~~component~~after ~~sector through~~ the ~~acquisitions of additional manufacturers located throughout the U.S.~~ transaction?

14A: The combined company will have a four (4) member board of directors, of which three (3) will be current directors of API and one (1) will be a current director of Rubincon.

~~NOTICE~~Q: TOWhat ~~SHAREHOLDERS~~is the role of the Canadian courts in the transaction?

~~FOR~~A: ~~THE~~In ~~NINE~~addition ~~MONTHS~~to ~~ENDED~~the ~~FEBRUARY~~approval 28of the Rubincon shareholders at the Rubincon special meeting and the approval of the API shareholders at the API special meeting, ~~2006~~under the Business Corporations Act (Ontario) (which we refer to in this document as the Ontario Act), the Ontario Superior Court of Justice must approve the arrangement set out in the plan of arrangement. Prior to the mailing of this document, API obtained an interim order from the Ontario Superior Court of Justice providing for the calling and holding of the API special meeting and other procedural matters. If the API shareholders approve the arrangement resolution and the Rubincon stockholders approve the Rubincon certificate of amendment proposal, the Ontario Superior Court of Justice will hold a hearing regarding a final court order. The court will consider, among other things, the fairness and reasonableness of the arrangement. The court may approve the arrangement in any manner the court may direct, subject to compliance with such terms and conditions, if any, as the court deems fit.

~~API~~3 ~~ELECTRONICS GROUP CORP.~~

ResponsibilityTable forof Consolidated Financial Statements Contents

~~The accompanying consolidated financial statements for API Electronics Group Corp. have been prepared by management in accordance with Canadian Generally Accepted~~ ~~Accounting~~Rubincon ~~Principles~~Shareholder ~~consistently~~Questions applied. The most significant of these policies have been set out in the May 31, 2005 audited consolidated financial statements. These statements are presented on an accrual basis of accounting. Accordingly, a precise determination of many assets and ~~liabilities~~Answers is dependent upon future events. Therefore, estimates and approximations have been made using careful judgment. Recognizing that the Corporation is responsible for both the integrity and objectivity of the consolidated financial statements, management is satisfied that these financial statements have been fairly stated.

~~Disclosure Required~~Q: ~~Under~~On ~~National~~what ~~Instrument~~am ~~51-102~~I –being ~~“Continuous~~asked ~~Disclosure~~to ~~Obligations” – Part 4.3(3)(a)~~ vote?

~~The~~A: ~~auditor~~Rubincon ofshareholders ~~API~~are ~~Electronics Group~~being ~~Corp.~~asked ~~has~~to ~~not~~approve ~~performed a review of~~ the ~~unaudited~~following ~~consolidated financial statements for the nine months ended February 28, 2006 and February 28, 2005.~~ proposal:

~~API~~• ~~Electronics~~a ~~Group~~proposal to approve an amendment to the certificate of incorporation, a copy of which is attached as Annex G to this document, (1) to create a voting non-participating share to provide voting rights that may be exercised by holders of exchangeable shares to be used in connection with the combination agreement; and (2) to change the name of Rubincon to “API Nanotronics Corp. ”

~~Consolidated~~In ~~Balance~~this ~~Sheets~~document, we refer to this proposal as the Rubincon proposal or the certificate of amendment proposal.

~~(Expressed~~You should note that approval of the Rubincon certificate of amendment proposal is a condition to the closing under the combination agreement, and that none of the matters described in USsuch ~~Dollars)~~proposal will be effected unless the transaction contemplated by the combination agreement is consummated.

	February 282006(Unaudited)			May 31 2005 (Audited)
Assets
Current
Cash and cash equivalents	$	1,785,000		$	1,513,130
Marketable securities (Note 2)		2,545			329,855
Accounts receivable		1,162,120			1,427,395
Inventories (Note 3)		3,899,125			3,258,856
Future tax asset		76,000			76,000
Prepaid expenses		263,105			97,360
Total Current Assets		7,187,895			6,702,596
Capital assets (Note 4)		3,013,895			3,080,395
Future tax asset		295,500			295,500
Goodwill		997,611			997,611
Intangible assets (Note 5)		1,323,584			1,570,226
	$	12,818,485		$	12,646,328
Liabilities and Shareholders’ Equity
Current
Bank indebtedness (Note 6)	$	233,848		$	342,090
Accounts payable		1,945,889			1,450,502
Deferred revenue		69,850			643,028
Future income tax liability		85,400			85,400
Current portion of long-term debt (Note 7)		154,847			78,519
Total Current Liabilities		2,489,834			2,599,539
Future income tax liability		501,000			501,000
Long term debt (Note 7)		106,685			41,512
		3,097,519			3,142,051
Shareholders’ equity
Share capital (Note 8(b))		13,151,189			12,498,696
Contributed surplus (Note 8(f))		1,211,709			861,768
Cumulative foreign exchange translation adjustment		650,078			503,329
Deficit		(5,292,010	)		(4,359,516	)
		9,720,966			9,504,277
	$	12,818,485		$	12,646,328

Q:	What vote is required to approve the Rubincon certificate of amendment proposal?

OnA: ~~behalf~~In order to approve the certificate of amendment proposal, a majority of the ~~Board:~~shares of Rubincon common stock entitled to vote must vote in favor of such proposal. Each share of Rubincon common stock outstanding as of the record date is entitled to one vote on all matters to come before the Rubincon special meeting. A majority of the outstanding shares of Rubincon common stock entitled to vote at the Rubincon special meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Rubincon special meeting.

~~(signed)~~Q: ~~Phillip~~Who ~~DeZwirek~~can vote?

~~(signed)~~A: ~~Jason~~Only ~~DeZwirek~~shareholders who hold Rubincon common stock at the close of business on the record date, which is October 2, 2006, will be entitled to vote at the Rubincon special meeting. Rubincon common stock constitutes the only class of Rubincon capital stock entitled to vote at the Rubincon special meeting.

~~The accompanying~~Q: ~~summary~~How ofdoes ~~significant~~the ~~accounting~~Rubincon ~~policies~~board ~~and~~of ~~notes~~directors ~~are~~recommend anthat ~~integral~~I ~~part~~vote ofon ~~these~~the ~~financial~~Rubincon ~~statements.~~certificate of amendment proposal?

2A: The Rubincon board of directors unanimously recommends that you vote “FOR” approval of the Rubincon certificate of amendment proposal.

~~API~~Q: ~~Electronics~~How ~~Group~~do ~~Corp.~~I vote my shares of Rubincon common stock?

~~Consolidated~~A: ~~Statements~~If you are a registered shareholder of ~~Operations~~Rubincon ~~and~~(that ~~Deficit~~is, if you hold your Rubincon common stock in certificate form), you may vote in any of the following ways:

• by mail—complete, sign and date the enclosed proxy card and return it in the enclosed return envelope as soon as possible, but such card must be received no later than 4:00 p.m. (~~Expressed~~local time) on Monday, October 30, 2006, or in USthe ~~Dollars~~event the Rubincon special meeting is adjourned or postponed, by no later than 24 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned meeting is to be reconvened, to the office of Rubincon’s transfer agent, Equity Transfer & Trust Company, at the address shown on the enclosed return envelope; or

	Nine Months Ended February 28						Three Months EndedFebruary 28
(Unaudited)	2006			2005			2006			2005
Sales	$	11,553,882		$	9,040,606		$	3,309,703		$	3,080,705
Cost of sales		8,398,524			6,269,496			2,533,884			2,131,419
Gross profit		3,155,358			2,771,110			775,819			949,286
Expenses
Business development		14,112			33,742			173			8,863
Selling expenses		912,503			866,544			296,309			300,184
General and administrative		1,650,766			1,434,954			481,320			446,779
Stock-based compensation (note 8(e))		1,500,000			933,000			1,500,000			713,000
		4,077,381			3,268,240			2,277,802			1,468,826
Operating Income (Loss)		(922,023	)		(497,130	)		(1,501,983	)		(519,540	)
Other (Income) Expenses
Other income		(45,555	)		(5,477	)		24,878			16,795
Interest expense		30,555			11,622			9,696			4,804
		(15,000	)		6,145			34,574			21,599
Income (loss) before income taxes		(907,023	)		(503,275	)		(1,536,557	)		(541,139	)
Income taxes		25,471			3,705			9,000			1,799
Net income (loss) for the period		(932,494	)		(506,980	)		(1,545,557	)		(542,938	)
Deficit, beginning of period		(4,359,516	)		(1,878,166	)		(3,746,453	)		(3,719,164	)
Fair value of stock options granted and warrants modified – Cumulative adjustment at June 1, 2004 (Note 8(e))					(1,876,956	)		—			—
Deficit, end of period	$	(5,292,010	)	$	(4,262,102	)	$	(5,292,010	)	$	(4,262,102	)
Earning per share – basic	$	(0.36	)	$	(0.20	)	$	(0.59	)	$	(0.22	)

•

in person at the Rubincon special meeting—complete and sign the enclosed proxy card and bring evidence of your stock ownership with you to the Rubincon special meeting.

~~The~~If ~~accompanying~~your ~~summary~~shares of ~~significant~~Rubincon ~~accounting~~common ~~policies~~stock ~~and~~are ~~notes~~held ~~are~~in an“street ~~integral~~name,” ~~part~~you ofmay ~~these~~vote in person if you obtain a ~~financial~~broker’s ~~statements~~proxy card in your name from your broker or other nominee and evidence of your stock ownership from your broker or other nominee. Please contact your broker or other nominee to determine how to vote by mail.

APITable Electronicsof Group Corp. Contents

~~Consolidated~~Q: ~~Statements~~What ofhappens ~~Cash~~if ~~Flows~~I don’t indicate how to vote my proxy?

~~(Expressed~~A: If you properly return your proxy card, but do not include instructions on how to vote, your shares of Rubincon common stock will be voted “FOR” approval of the Rubincon certificate of amendment proposal. Rubincon’s management does not currently intend to bring any other proposal to the Rubincon special meeting other than the Rubincon certificate of amendment proposal, and does not expect any shareholder proposals. If other proposals requiring a vote of shareholders are brought before the Rubincon special meeting in ~~US$)~~a proper manner, the persons named in the enclosed proxy card intend to vote the shares represented by them in accordance with their best judgment.

	Nine Months Ended February 28						Three Months EndedFebruary 28
(Unaudited)	2006			2005			2006			2005
Cash provided by (used in)
Operating activities
Net income (loss) for the period	$	(932,494	)	$	(506,980	)	$	(1,545,557	)	$	(542,938	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization		626,729			594,584			134,387			167,062
Stock options expensed		1,500,000			933,000			1,500,000			713,000
Gain on sale of marketable securities		(70,462	)		—			(512	)		—
Net change in non-cash working capital balances (Note 9)		(465,995	)		(251,995	)		217,087			15,079
		657,778			768,609			305,405			352,203
Investing activities
Purchase of capital assets		(105,883	)		(297,176	)		(30,652	)		(75,202	)
Purchase of marketable securities		(86,288	)		(91,946	)		—			(91,946	)
Proceeds on sale of marketable securities		484,060			—			214,268			—
		291,889			(389,122	)		183,616			(167,148	)
Financing activities
Issue of common shares		1,000,000			1,056,000			1,000,000			1,056,000
Common shares repurchased		(1,497,566	)		(189,637	)		—			(189,637	)
Bank indebtedness advances (repayments)		(121,836	)		550,285			(118,580	)		202,785
Long-term debt repayments		(58,499	)		(34,675	)		(17,528	)		125
		(677,901	)		1,381,973			863,892			1,069,273
Foreign exchange gain (loss) on cash held in foreign currency		104			12,357			652			10,707
Net increase (decrease) in cash		271,870			1,773,817			1,353,565			1,265,035
Cash, beginning of period		1,513,130			634,058			431,435			1,142,840
Cash, end of period	$	1,785,000		$	2,407,875		$	1,785,000		$	2,407,875

Q:	What happens if I abstain from voting on a proposal?

4A: If you return your proxy with instructions to abstain from voting on any of the Rubincon proposals, your shares will be counted for purposes of determining whether a quorum is present at the Rubincon special meeting. An abstention with respect to the certificate of amendment proposal has the legal effect of a vote “AGAINST” the proposal.

~~API~~Q: ~~Electronics~~What ~~Group~~happens ~~Corp.~~if I don’t return a proxy card or otherwise don’t vote?

~~Summary~~A: Your failure to return your proxy card or otherwise vote (1) will mean that your shares will not be counted toward determining whether a quorum is present at the Rubincon special meeting and (2) will have the effect of ~~Significant~~reducing ~~Accounting~~the ~~Policies~~number of votes cast at the Rubincon special meeting, thereby reducing the number of votes needed to approve any other matters that may properly come before the Rubincon special meeting but not the certificate of amendment proposal.

~~(Expressed~~Q: inWhat USdoes ~~Dollars)~~ it mean if I receive more than one Rubincon proxy card?

~~February 28~~A: This means that you own shares of Rubincon common stock that are registered under different names. For example, ~~2006~~you may own some shares directly as a shareholder of record and ~~2005~~other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. It is necessary for you to vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you received came with its own prepaid return envelope. If you vote by mail, please make sure you return each proxy card in the return envelope that accompanied that proxy card.

Nature of Business		API Electronics Group Corp. (“the Company”) business focus is the manufacture and design of high reliability semiconductor and microelectronics circuits for military, aerospace and commercial applications. Through recent acquisitions, the Company has expanded its manufacturing and design of electronic components to include filters, transformers, inductors, and custom power supplies for land and amphibious combat systems, mission critical information systems and technologies, shipbuilding and marine systems, and business aviation.
Business Acquisitions		On May 31, 2002 the Company completed the acquisition of all the outstanding common shares of Filtran Inc. (“Filtran USA”), a private company incorporated under the laws of the State of New York; Filtran Limited (“Filtran Canada”), a private company incorporated under the laws of Ontario; Canadian Dataplex Limited (“CDL”), a private company incorporated under the laws of Canada, and Tactron Communications (Canada) Limited (“TCCL”), a private company incorporated under the laws of Ontario. On June 1, 2003 CDL, TCCL and Filtran Canada were amalgamated under the name Filtran Canada. Filtran USA and Filtran Canada are known collectively as the “Filtran Group”. The Filtran Group’s business focus is similar to that of the Company.
		On May 23, 2002 the company incorporated an entity named “5/23 Corp” under the laws of the State of Delaware. On January 13, 2003 “5/23 Corp” changed its name to TM Systems II, Inc. (“TM II”). On February 6, 2003, TM II acquired certain assets of TM Systems Inc. and carries on business as TM System II, Inc. TM II’s business focus is similar to that of the Company.
Principles of Consolidation		The consolidated financial statements include the accounts of the Company (the legal parent), together with its wholly owned subsidiaries, API Electronics, TM II and the Filtran Group.
Basis of Presentation		These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. All amounts are disclosed in US dollars unless otherwise indicated.
		The unaudited consolidated financial statements of the Company have been prepared by management in accordance with Canadian generally accepted accounting principles. These unaudited consolidated financial statements have been prepared following the same accounting policies and methods of compilation as the audited financial statements for the fiscal year ended May 31, 2005. The disclosures provided below are incremental to those included with the audited annual consolidated financial statements. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended May 31, 2005.

Q:	Can I change my vote after I have voted by mailing in my signed proxy card?

5A: Yes. You can change your vote at any time before your shares are voted at the Rubincon special meeting. If you are a registered Rubincon shareholder, you can do this in any of the following ways:

~~API~~• ~~Electronics~~by ~~Group~~sending ~~Corp.~~a written notice to the corporate secretary of Rubincon, care of Rubincon’s transfer agent, at the address shown on the enclosed return envelope stating that you would like to revoke your proxy;

~~Summary~~• ofby ~~Significant~~completing ~~Accounting~~and ~~Policies~~submitting a new, later-dated proxy card by mail at the address shown on the enclosed return envelope; or

~~(Expressed~~• by attending the Rubincon special meeting and voting in USperson. ~~Dollars)~~ Your attendance at the Rubincon special meeting alone will not revoke your proxy. You must also vote at the Rubincon special meeting in order to revoke your previously submitted proxy.

~~February 28~~You should send any notice of revocation or your completed new proxy card, ~~2006~~as ~~and~~the ~~2005~~case may be, to Rubincon’s transfer agent at the address shown on the enclosed return envelope.

~~Cash~~If your ~~and~~shares Cash Equivalents Cash and cash equivalents consist of cash on hand, bank balances and investments in money market instruments with original maturities of three months or less. Marketable Securities Temporary investments are ~~stated~~held ~~at the lower of cost and market value. Inventory Raw materials are recorded at the lower of cost and net realizable value. Finished goods and work~~ in ~~process~~“street ~~are stated at the lower of cost~~name,” ~~which~~you ~~includes~~must ~~material,~~contact ~~labor~~your ~~and~~broker ~~overhead,~~to ~~and~~revoke ~~net~~your ~~realizable value~~proxy. Cost is generally determined on a first-in, first-out basis. Capital Assets Capital assets are recorded at cost less accumulated amortization and are amortized using the straight-line basis over the following periods:

Buildings		20 years
Computer equipment		3 years
Computer software		3 years
Furniture and fixtures		5 years
Machinery and equipment		Ranging from 5 to 10 years
Vehicles		3 years
Website development		3 years

Goodwill	Goodwill is subject to an impairment test on at least an annual basis or upon the occurrence of certain events or circumstances. Goodwill impairment is assessed based on a comparison of the fair value of a reporting unit to the underlying carrying value of the reporting unit’s net assets, including goodwill. When the carrying amount of the reporting unit exceeds its fair value, the fair value of the reporting unit’s goodwill is compared with its carrying amount to measure the amount of impairment loss, if any. Management has determined there is no impairment in goodwill as of February 28, 2006.
Intangible Assets	Intangible assets that have a finite life are amortized using the following basis over the following period:
	Non-compete agreements	Straight line over 5 years
	Customer contracts	Based on income earned
Income taxes	The Company accounts for income taxes under the asset and liability method. Under this method, future income tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial reporting and tax bases of assets and liabilities and available loss carry forwards. A valuation allowance is established to reduce tax assets if it is more likely than not that all or some portions of such tax assets will not be realized.

6Q: Can I vote by telephone or over the Internet?

~~API~~A: ~~Electronics~~Registered ~~Group~~stockholders ~~Corp~~may not vote by telephone or over the internet. However, if your Rubicon common stock is held in street name, you may have the option of voting by telephone or over the internet. Please contact your broker or nominee to determine if you are entitled to vote by telephone or over the internet.

~~Summary~~Q: ofIf ~~Significant~~my ~~Accounting~~broker ~~Policies~~holds my shares in “street name,” will my broker vote my shares for me?

~~(Expressed~~A: No. Your broker will not be able to vote your shares unless you have properly instructed your broker on how to vote. If you do not provide your broker with voting instructions, your shares may be considered present at the Rubincon special meeting for purposes of determining a quorum, but will not be considered to have been voted with respect to the Rubincon certificate of amendment proposal. Therefore it will make it less likely that the requirement will be met that more than 50% of the shares of Rubincon common stock entitled to vote on the Rubincon certificate of amendment proposal vote in USfavor ~~Dollars)~~ of such matter.

~~February 28,~~Q: ~~2006~~Am ~~and~~I ~~2005~~entitled to dissenters’ or appraisal rights?

Contract Revenue		Revenue from contracts is recognized using the percentage of completion method. The degree of completion is determined based on costs incurred, excluding costs that are not representative of progress to completion, as a percentage of total costs anticipated for each contract. Provision is made for losses on contracts in progress when such losses first become known. Revisions in cost and profit estimates, which can be significant, are reflected in the accounting period in which the relevant facts become known.
		Provisions for warranty claims and other allowances are made based on contract terms and prior experience.
Non-Contract Revenue		The Company recognizes non-contract revenue when it is realized or realizable and earned. The Company considers non-contract revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectibility is reasonably assured. Delivery does not occur until products have been shipped and risk of loss and ownership has transferred to the client.
Research and Development Expenses		Research and development expenses are recorded at net of applicable investment tax credits.
Stock-Based Compensation Plans		Effective June 1, 2004, the Company adopted the revised CICA Handbook Section 3870, “Stock-Based Compensation and Other Stock-based Payments” which requires the application of a fair value method of accounting to all stock-based compensation payments to employees and non-employees. Under this method, the Company is required to recognize a charge to the income statement based on an option-pricing model for all stock options that were granted and vested in the period, with a corresponding credit to Contributed Surplus under the Shareholders’ Equity section of the Balance Sheet. In accordance with the transitional provisions of Section 3870, the Company has retroactively applied the fair value method of accounting, without restatement, to stock option awards and warrant extensions granted since June 1, 2002 using the Black-Scholes option pricing model. The Company has a stock-based compensation plan, which is described in Note 8(d).

A:	No. Holders of Rubincon common stock do not have dissenters’ or appraisal rights under Delaware corporate law in connection with the actions to be taken at the Rubincon special meeting. See “Description of the Transaction—Dissenting Shareholders’ Rights” beginning on page 56.

7Q: Are there risks I should consider in deciding whether to vote for the Rubincon proposals?

~~API~~A: ~~Electronics~~Yes. ~~Group~~A ~~Corp.~~number of risk factors that you should consider in connection with the transaction are described in the section of this document entitled “Risk Factors” beginning on page 20.

~~Summary~~Q: What are the U.S. and Canadian federal income tax consequences of ~~Significant~~the ~~Accounting~~transaction ~~Policies~~to a holder of shares of Rubincon common stock?

~~(Expressed~~A: inThere USare ~~Dollars)~~ none. For a more detailed description of the U.S. and Canadian federal income tax consequences of the transaction, see “Tax Considerations” beginning on page 72.

~~February 28,~~Q: ~~2006~~Who can help answer my questions about the transaction and ~~2005~~the Rubincon special meeting?

Financial Instruments		The Company’s financial instruments include certain instruments with short-term maturity and long-term debt. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risks arising from its financial instruments.
		The Company carries out a portion of transactions in foreign currencies. Included in the Company’s cash, marketable securities, accounts receivable, accounts payable and bank indebtedness are balances denominated in Cdn dollars in the amounts of $308,825 (May 31, 2005 - $97,086), $2,921 (May 31, 2005 - $302,921), $722,771 (May 31, 2005 - $800,316), $905,583 (May 31, 2005 - $825,646) and $180,000 (May 31, 2005 - $220,000) respectively.
Foreign Currency Translation		The Company’s functional currency is United States Dollars and the consolidated financial statements are stated in United States dollars, “the reporting currency”. Integrated operations have been translated from Canadian dollars into United States dollars at the year-end exchange rate for monetary balance sheet items, the historical rate for non-monetary balance sheet items, and the average exchange rate for the year for revenues, expenses, gains and losses. The gains or losses on translation are included in net income (loss) for the period.
		Self-sustaining operations are translated at current rates of exchange. All exchange gains and losses will be accumulated in the foreign exchange translation account on the balance sheet.
Accounting Estimates		The preparation of these consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting periods. By their nature, these estimates are subject to uncertainty and the effect on the consolidated financial statements of changes in such estimates in future periods could be material.

A:	You may call Guy Peckham at (360) 685-4240 with any questions you may have about the transaction or the Rubincon special meeting.

8 API Securityholder Questions and Answers

~~API~~Q: ~~Electronics~~On ~~Group~~what ~~Corp.~~am I being asked to vote?

~~Notes~~A: API shareholders are being asked to ~~Consolidated~~consider ~~Financial~~and ~~Statements~~pass, if deemed advisable, with or without variation, a special resolution to approve an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the acquisition by Rubincon of all of the outstanding common shares of API and the replacement of API options with Rubincon options. This special resolution is referred to in this document as the arrangement resolution. The full text of the arrangement resolution is set forth in Annex A to this document. For a more detailed description of the steps involved in the arrangement, see “Description of the Transaction” beginning on page 41.

~~(Expressed~~Q: inWhat USvote ~~Dollars)~~ is required to approve the arrangement resolution?

~~February 28~~A: Pursuant to the interim order issued by the Ontario Superior Court of Justice, ~~2006~~in ~~and~~order ~~2005~~to approve the arrangement resolution, at least two-thirds of the votes cast in person or represented by proxy on the resolution at the API special meeting by API shareholders. Each holder of API common shares outstanding

1.6 ~~Asset Purchase Agreements~~

(a)Table On March 31, 2004, the Company entered into an agreement to purchase certain assets of Islip Transformer & Metal Inc. The assets include certain Department of Defense contracts, the seller’s CAGE code, the right to use the seller’s name, all test fixtures, test equipment, plans, specifications and files relating to previous contracts performed, inventory and equipment. The consideration for the assets was $50,000 plus 10% of the amount of confirmed orders received pursuant to the terms of the contract. Contents

~~The~~as ~~assets~~of ~~acquired~~the atrecord ~~fair~~date ~~value,~~is asentitled to one vote per share held on all matters to come before the API special meeting including the arrangement resolution. Persons representing at ~~March 31,~~least ~~2004~~one-third ~~are~~of asthe ~~follows:~~outstanding common shares of API must be present in person or represented by proxy to constitute a quorum for the transaction of business at the API special meeting.

Inventory	$	10,000
Machinery and Equipment		39,000
Goodwill		1,000
Fair value of assets acquired	$	50,000

Q:	Who can vote?

~~(b)~~A: OnOnly ~~August 29~~API shareholders at the close of business on October 2, ~~2005~~2006, the ~~Company~~record ~~entered~~date ~~into~~for anthe ~~agreement~~API special meeting, will be entitled to ~~purchase~~vote ~~certain~~at ~~assets~~the ~~of Sensonics,~~API ~~Inc~~special meeting. ~~(“Sensonics”)~~Under ~~The~~the ~~assets~~Business ~~include~~Corporations ~~certain~~Act ~~contracts~~(Ontario), ~~the~~only ~~seller’s~~those ~~CAGE~~API ~~code,~~shareholders ~~the~~whose ~~right~~names tohave ~~use~~been entered on the ~~seller’s~~register ~~name,~~of ~~all~~API ~~test~~at ~~fixtures,~~the ~~test~~close ~~equipment,~~of ~~plans,~~business ~~specifications~~on ~~and~~the ~~files~~record ~~relating~~date will be entitled to ~~previous~~receive ~~contracts performed,~~notice ~~inventory~~of and ~~equipment.~~vote ~~The~~at ~~consideration~~the ~~for~~API ~~the~~special ~~assets~~meeting. ~~was~~Beneficial ~~$200,000~~owners ~~payable~~of ~~solely~~API ~~from~~common ~~25%~~shares as of the ~~Gross~~record ~~Profit~~date ~~earned~~who byhold ~~API~~their ~~Electronics~~shares ~~Inc.~~in on“street ~~all~~name” ~~orders~~will orreceive ~~contracts~~instructions ~~received~~from bytheir itbank, onbroker or ~~after~~other ~~August 29,~~nominee ~~2005,~~describing ~~for~~how ~~product previously~~to ~~manufactured~~vote ortheir ~~sold by Sensonics~~shares.

The ~~assets~~API ~~acquired~~common atshares ~~fair~~constitute ~~value,~~the asonly securities entitled to vote at ~~August 29,~~the ~~2005~~API ~~are~~special meeting. Holders of API options have no right to vote as a result ~~follows:~~of holding such options.

Inventory	$	49,000
Machinery and Equipment		35,000
Customer Contracts		116,000
Fair value of assets acquired	$	200,000

Q:	How does the API board of directors recommend that I vote on the arrangement resolution?

2A: The API board of directors unanimously recommends that you vote “FOR” approval of the arrangement resolution. ~~Marketable~~However, ~~Securities~~the board members of API will directly benefit from the combination of API and Rubincon. See “Interests of Certain Persons in the Transaction” on page 60.

	MarketValue		February 282006		May 312005
Shares in Canadian venture issuers	$	12,121	$	2,545	$	2,325
Units in Canadian publicly traded income trust		—		—		238,759
Shares in U.S. publicly-traded issuer		—		—		88,771
	$	12,121	$	2,545	$	329,855

Q:	How do I vote on the arrangement resolution?

9A: You should carefully read and consider the information contained in this document, including the annexes. You should also determine whether you hold your API common shares directly in your name as a registered shareholder or through a broker or other intermediary, since this will determine the procedure that you must follow in order to vote. If you are a registered shareholder, please respond by completing, signing and dating your proxy form and returning it in the enclosed return envelope as soon as possible to the Toronto office of API’s transfer agent, Equity Transfer & Trust Company at Suite 420, 120 Adelaide Street West, Toronto, Ontario M5H 4C3 or forward it by facsimile to (416) 361-0470 so that your shares may be voted at the API special meeting. The form of proxy must be received by no later than 4:00 p.m. (Toronto Time) on Monday, October 30, 2006, or in the event the API special meeting is adjourned or postponed, by no later than 24 hours (excluding Saturdays, Sundays and holidays) before the time the adjourned meeting is to be reconvened. You may also attend the API special meeting in person and vote at the API special meeting. If you are a non registered holder of API common shares (which for purposes of this document means that your API common shares are held in “street name”), you should read the instructions that your broker or other intermediary sent you regarding how to vote with respect to your API common shares.

~~API~~Q: ~~Electronics~~What ~~Group~~happens ~~Corp.~~if I don’t indicate how to vote my proxy?

~~Notes~~A: If you properly return your form of proxy, but do not include instructions on how to ~~Consolidated~~vote, ~~Financial~~your ~~Statements~~shares will be voted “FOR” approval of the arrangement resolution and in accordance with management’s recommendation with respect to amendments or variations of the matters described in the notice of the API special meeting and any other matters that may properly come before the API special meeting.

~~(Expressed~~Q: inWhat UShappens ~~Dollar)~~ if I don’t return a form of proxy or otherwise don’t vote?

~~February 28~~A: Your failure to return your form of proxy or otherwise vote (1) will mean that your shares will not be counted toward determining whether a quorum is present at the API special meeting and (2) will have the effect of reducing the number of votes cast at the API special meeting, ~~2006~~thereby reducing the number of votes needed to approve the arrangement resolution and ~~2005~~any other matters that may properly come before the API special meeting.

3.7 ~~Inventories~~

	February 282006		May 31 2005
Raw Materials	$	962,018	$	931,984
Work in Process		1,493,141		1,224,922
Finished Goods		1,443,966		1,101,950
	$	3,899,125	$	3,258,856

4.Q: ~~Capital~~What ~~Assets~~does it mean if I receive more than one API proxy form?

	February 28, 2006
	Cost		AccumulatedAmortization		Net BookValue
Land	$	439,457	$	—	$	439,457
Buildings		2,495,604		635,023		1,860,581
Computer equipment		182,781		175,186		7,595
Computer software		193,666		187,857		5,809
Furniture and fixtures		119,826		91,810		28,016
Machinery and equipment		2,369,762		1,708,535		661,227
Vehicles		51,136		39,926		11,210
Web site development costs		30,826		30,826		—
	$	5,883,058	$	2,869,163	$	3,013,895

If you receive more than one proxy form, it means that you own API common shares that are registered under different names. For example, you may own some shares directly as a shareholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials.

	May 31, 2005
	Cost		AccumulatedAmortization		Net BookValue
Land	$	434,411	$	—	$	434,411
Buildings		2,431,999		496,884		1,935,115
Computer equipment		155,397		137,311		18,086
Computer software		167,819		137,209		30,610
Furniture and fixtures		97,200		69,426		27,774
Machinery and equipment		2,124,131		1,507,303		616,828
Vehicles		47,003		29,432		17,571
Web site development costs		30,826		30,826		—
	$	5,488,786	$	2,408,391	$	3,080,395

It is necessary for you to vote, sign and return all of the proxy forms or follow the instructions for any alternative voting procedure on each of the proxy forms you receive in order to vote all of the shares you own. Each proxy form you received came with its own prepaid return envelope. If you vote by mail, please make sure you return each proxy form in the return envelope that accompanied that proxy form.

~~Included~~Q: inCan ~~machinery~~I ~~and~~change ~~equipment~~my isvote ~~$168,449~~after ~~(May~~I ~~31,~~have ~~2005~~mailed -my ~~$168,449)~~signed ofproxy ~~property held under capital leases.~~ form?

~~Depreciation~~A: ~~and~~Yes. ~~amortization~~You ~~expense~~can ~~related~~change toyour ~~capital~~vote ~~assets~~at ~~amounted~~any totime ~~$264,087~~before ~~(2005~~your -shares ~~$277,152)~~are voted at the API special meeting. OfIf ~~this~~you ~~amount $142,220~~are ~~(2005~~a -registered ~~$133~~API shareholder,~~303) was~~ ~~included~~you can do this in ~~cost~~any of ~~sales.~~the following ways:

10• by sending a written notice, signed by you or your attorney authorized in writing, to the corporate secretary of API, care of API’s transfer agent, Equity Transfer & Trust Company, stating that you would like to revoke your proxy;

~~API~~• ~~Electronics~~by ~~Group~~completing ~~Corp.~~and submitting a new, later-dated proxy form; or

~~Notes~~• by attending the API special meeting and voting in person. To do so, complete and sign the enclosed proxy card and bring evidence of your common share ownership with you to ~~Consolidated~~the ~~Financial~~API ~~Statements~~special meeting. Your attendance at the API special meeting alone will not revoke your proxy. You must also vote at the API special meeting in order to revoke your previously submitted proxy.

~~(Expressed~~You inshould USsend ~~Dollars~~any notice of revocation no later than Monday, October 30, 2006, 4:00 p.m. (Toronto Time), to API at the following address:

~~February 28,~~c/o ~~2006~~Equity ~~and~~Transfer ~~2005~~& Trust Company

5.Suite ~~Intangible~~420 ~~Assets~~

	February 282006			May 31 2005
Non-compete agreements	$	867,799		$	867,799
Less: Accumulated amortization		(568,684	)		(439,877	)
Customer contracts		1,831,784			1,715,784
Less: Accumulated amortization		(807,315	)		(573,480	)
	$	1,323,584		$	1,570,226

120 Adelaide Street West

~~Amortization~~Toronto, ~~expense~~Ontario ~~related~~M5H ~~to intangible assets amounted to $360~~4C3,~~642~~ ~~(2005~~Canada ~~- $317,432).~~

6.Facsimile: (416) 361-0470 ~~Bank Indebtedness~~

	February 28, 2006		May 31, 2005
The Company’s wholly owned subsidiary, API Electronics has a working capital line of credit of $500,000. The credit is secured by all of its assets pursuant to a general security agreement. The bank indebtedness is due on demand and bears interest at prime plus 1%.	$	77,000	$	167,000
The Company’s wholly owned subsidiary, Filtran Limited has a working capital line of credit in the amount of $796,000 ($1,000,000 Cdn$) with a major Canadian bank. The interest on any borrowed funds is charged at prime. The agreement also allows Filtran to lease an asset at prime plus 1% up to $33,000. The lender has a general security agreement and a 1st Collateral Mortgage on Filtran’s assets and building.		156,848		175,090
	$	233,848	$	342,090

You should send any completed new proxy form to API at the following address:

11c/o Equity Transfer & Trust Company

~~API~~Suite ~~Electronics~~420 ~~Group Corp.~~

~~Notes~~120 toAdelaide ~~Consolidated~~Street ~~Financial~~West ~~Statements~~

~~(Expressed~~Toronto, inOntario USM5H ~~Dollars)~~ 4C3, Canada

~~February~~Facsimile: (416) ~~28,~~361-0470 ~~2006 and 2005~~

7.If ~~Long-term~~your ~~Debt~~API common shares are held in “street name,” you must contact your broker or other intermediary to revoke your proxy.

	February 282006		May 312005
Mortgage payable, secured by real estate, repayable in blended monthly installments of $3,133 at an interest rate of 8.75%	$	9,333	$	33,005
Various equipment capital leases, with monthly lease payments of $3,760 including interest at approximately 9%, secured by the leased assets		52,199		87,026
Promissory note, repayable based on 25% of the Gross Profit earned by the Company on all orders or contracts received by it on or after August 29, 2005, for product previously manufactured or sold by Sensonics.		200,000		—
		261,532		120,031
Less: Current portion		154,847		78,519
	$	106,685	$	41,512

Q:	Can I vote by telephone or over the Internet?

AsA: atRegistered ~~February 28,~~shareholders ~~2006~~may ~~the~~not ~~fair~~vote ~~market~~by ~~value~~telephone ofor over the ~~long-term~~internet. ~~debt~~However, ~~approximated~~if ~~its~~your ~~book~~API ~~value.~~common ~~The~~shares ~~fair value~~are ~~has~~held ~~been~~in ~~estimated~~street name, you may have the option of voting by ~~discounting~~telephone ~~future~~or ~~cash~~over ~~flows~~the atinternet. aPlease ~~rate~~contact ~~offered~~your ~~for~~broker ~~debt~~or ofnominee ~~similar~~to ~~maturities~~determine ~~and~~if ~~credit~~you ~~quality.~~are entitled to vote by telephone or over the internet.

~~The~~Q ~~debt~~If ismy ~~repayable~~broker ~~over~~holds ~~the~~my ~~next~~shares ~~four~~in ~~fiscal~~“street ~~years~~name,” iswill asmy ~~follows:~~broker vote my shares for me?

2006 (Three Months)	$	120,020
2007		136,900
2008		2,584
2009		2,028

A:	No. Your broker or other intermediary will not be able to vote your API common shares without instructions from you. If you have received this document from your broker or another intermediary, please complete

128

APITable Electronicsof Group Corp. Contents

~~Notes~~and return the proxy or other authorization form provided to ~~Consolidated~~you ~~Financial~~by ~~Statements~~your broker or other intermediary in accordance with the instructions provided to you in order to have your shares properly voted. If you have instructed a broker to vote your shares and wish to change your vote, you must follow directions received from your broker to change those instructions.

~~(Expressed~~Q: Should I send in USmy ~~Dollars)~~ share certificates now?

~~February 28,~~A: ~~2006~~Yes. Enclosed with this circular is a letter of transmittal and ~~2005~~election form containing instructions for exchanging your API share certificates for RVI Sub exchangeable share certificates or Rubincon stock certificates.

8.Q: ~~Share~~Am ~~Capital~~I entitled to dissent rights?

A: Yes, if you are a registered holder of API common shares. No, if you are a holder of API options. If the transaction is completed, registered API shareholders who properly exercise their dissent rights pursuant to the interim order of the Ontario Superior Court of Justice dated July 19, 2006, and supplemented on August 3, 2006, which is attached to this document as Annex C, and Section 185 of the Ontario Act, which is attached to this document as Annex H, will be entitled to be paid the fair value of their API common shares. The dissent procedures require, among other things, that a registered API shareholder who wishes to dissent must provide to API a dissent notice prior to 4:00 p.m. (Eastern Time) ~~Authorized~~on the last business day preceding the API special meeting. It is important that you strictly comply with this requirement, otherwise your dissent notice may not be recognized. You must also strictly comply with the other requirements of the dissent procedure. For information on how non-registered shareholders may effectively exercise dissent rights, see “Description of the Transaction—Dissenting Shareholders’ Rights” beginning on page 56.

~~Unlimited~~Q: ~~special~~Are ~~shares~~ there risks I should consider in deciding whether to vote for the arrangement resolution?

~~Unlimited~~A: ~~common~~Yes. ~~shares~~A number of risk factors that you should consider in connection with the transaction are described in the section of this document entitled “Risk Factors” beginning on page 20.

~~(b)~~Q: ~~Issued~~What ~~Common~~are ~~Shares~~the Canadian and U.S. federal income tax consequences of the transaction to a holder of API common shares?

	Number ofShares		Consideration
Balance at May 31, 2004	2,384,131		$	10,220,297
Shares issued upon exercise of stock options	440,000			2,798,200
Shares repurchased	(139,735	)		(519,801	)
Balance at May 31, 2005	2,684,396			12,498,696
Shares repurchased	(269,092	)		(1,252,907	)
Shares issued upon exercise of stock options	400,000			1,905,400
Balance at February 28, 2006	2,815,304		$	13,151,189

Under the Income Tax Act (Canada), which we refer to in this document as the “Canadian Tax Act,” the exchange of API common shares for exchangeable shares (and ancillary rights) and/or shares of Rubincon common stock will generally be a taxable event to a Canadian resident holder of API common shares. However, an eligible Canadian resident who exchanges his or her API common shares for exchangeable shares (and ancillary rights) and who makes a valid tax election with RVI Sub, may obtain a full or partial tax deferral (rollover) of any capital gain otherwise arising upon the exchange of those shares.

~~(c)~~Exchangeable ~~Warrants~~shares and Rubincon common shares will not be “qualified investments” for registered retirement savings plans and other similar tax deferred plans.

~~Common~~An API shareholder who is not a resident in Canada for whom API common shares ~~purchase~~are ~~warrants~~not “taxable Canadian property” (will not be subject to tax under the Canadian Tax Act on the exchange of API common shares for shares of Rubincon common stock pursuant to the arrangement. Generally, API common shares will not be “~~Warrants~~taxable Canadian property”) to an API shareholder who is not a resident in Canada. Even if the API common shares are taxable Canadian property of an API shareholder who is not a resident in Canada, the holder nonetheless may be exempt from tax under an applicable income tax convention.

AsFor atU.S. ~~February 28~~federal income tax purposes, ~~2006~~the ~~there~~transactions contemplated by the plan of arrangement will be treated as a taxable exchange regardless of whether Rubincon common stock or exchangeable shares is received. As such, gain or loss will be recognized for U.S. federal income tax purposes. Persons who are nosubject ~~Warrants~~to ~~outstanding~~U.S. federal income taxation on their worldwide income (generally, U.S. citizens and ~~exercisable:~~residents, U.S. corporations, and certain trusts and estates), and certain other persons with sufficient contact with the

~~The~~9 ~~continuity of common share purchase warrants is as follows:~~

Warrants outstanding, May 31, 2004	594,916
Expired – June 2004	(50,000	)
Expired – February 2005	(379,958	)
Warrants outstanding, May 31, 2005	164,958
Expired – August 2005	(164,958	)
Warrants outstanding, February 28, 2006	—

13 U.S., will have to report this gain or loss on their annual U.S. income tax returns. Persons who are not in one of these categories, will not be subject to U.S. income tax on any gain on the exchange, nor will they receive any U.S. income tax benefit from any loss on the exchange.

For a more detailed discussion of the Canadian and U.S. federal income tax consequences to holders of API ~~Electronics~~common ~~Group~~shares ~~Corp~~of the transaction and of owning exchangeable shares or shares of Rubincon common stock received in the transaction, see “Tax Considerations” beginning on page 72.

~~Notes~~Holders of API common shares are urged to ~~Consolidated~~consult ~~Financial~~their ~~Statements~~tax advisors as to the specific tax consequences to them of the transaction, including the consequences of owning exchangeable shares or shares of Rubincon common stock received in the transaction.

~~(Expressed~~Q: inWhat USare ~~Dollars)~~ the Canadian and U.S. federal income tax consequences of the transaction to holders of API options?

~~February 28~~A: Generally, ~~2006~~the ~~and~~holders ~~2005~~of API options who received their options in connection with their employment with API or a subsidiary of API will not be required to report any income or gain for either Canadian or U.S. federal income tax purposes as a result of the exchange of their API options for options to acquire shares of Rubincon common stock.

8For a more detailed discussion of the Canadian and U.S. ~~Share~~federal ~~Capital~~income ~~(continued)~~tax consequences of the transaction to holders of options to acquire API common shares, see “Tax Considerations” beginning on page 72.

~~(d)~~Q: ~~Stock~~Who ~~Options:~~can help answer my questions about the transaction and the API special meeting?

OnA: ~~August 1,~~If ~~2003,~~you ~~the~~are ~~board of directors of the Company authorized~~ a ~~new~~holder ~~stock option plan (“2003 Option Plan”) for directors, officers, employees, and consultants~~ of ~~the~~API ~~Company~~common ~~and~~shares ~~its~~or ~~subsidiaries, which reserves an aggregate of 460,326 Common Shares for issuance on the exercise of such~~ options. ~~The~~with ~~2003~~questions ~~Option~~about ~~Plan supplants and replaces~~ the ~~Company’s~~transaction ~~then~~or ~~existing 1995 stock option plan (“Former Plan”). The terms of~~ the ~~2003~~API ~~Option~~special ~~Plan restrict options granted~~meeting, atplease ~~any~~call ~~one~~API ~~point in time, to a maximum of 20% of the outstanding Common Shares. The maximum term of any option granted is five years. The 2003 Option Plan was approved by the Company stockholders~~ at ~~the~~(416) ~~2003 Annual Meeting~~593-6543.

As10 ~~at February 28, 2006 the following options are outstanding:~~

Issued to	NumberOutstanding	ExercisePrice		Expiry Date
Directors	5,000	$	4.50	August 31, 2006
Directors	5,000	$	7.50	August 31, 2006
Directors	500,000	$	4.61	January 27, 2011

~~The~~ SUMMARY ~~continuity of stock options is as follows:~~

	Number of Options		WeightedAveragePrice
Options outstanding, May 31, 2004	550,000		$	6.70
Cancelled – July, 2004	(440,000	)		(6.00	)
Reissued – July, 2004	440,000			3.50
Expired – August, 2004	(50,000	)		(8.00	)
Expired – December, 2004	(50,000	)		(12.00	)
Cancelled – January, 2005	(440,000	)		(3.50	)
Reissued – January, 2005	440,000			2.40
Exercised – January, 2005	(440,000	)		(2.40	)
Issued – January, 2005	400,000			2.50
Options outstanding and exercisable – May 31, 2005	410,000		$	2.59
Exercised – January, 2006	(400,000	)		(2.40	)
Issued – January, 2006	500,000			4.61
Options outstanding and exercisable – February 28, 2006	510,000			4.62

The following is a summary of certain information contained elsewhere in this joint proxy statement. The information contained in this summary is qualified in its entirety by and should be read in conjunction with the more detailed information contained in this joint proxy statement, including the Annexes, and the documents incorporated herein by reference.

14Unless the context otherwise requires:

“API” refers to API Electronics Group Corp., an Ontario corporation, and its subsidiaries prior to the combination of API and Rubincon;

~~Notes~~“joint toproxy ~~Consolidated~~statement” ~~Financial~~means ~~Statements~~this Joint Management Information Circular and Proxy Statement;

~~(Expressed~~“Rubincon” inrefers USto ~~Dollars)~~Rubincon Ventures Inc., a Delaware corporation, prior to the combination of API and Rubincon;

~~February 28~~“RVI Sub” refers to RVI Sub, ~~2006~~Inc., ~~and~~a ~~2005~~wholly-owned Canadian subsidiary of Rubincon formed for the purpose of issuing the exchangeable shares to API shareholders in the transaction; and

8.“We,” ~~Share~~“our,” ~~Capital~~or “us” ~~(continued)~~generally refers to Rubincon on a pro forma combined basis after giving effect to the combination of API and Rubincon but can refer to API or Rubincon, on a stand alone basis, where the context indicates clearly.

~~(e)~~ Overview ~~Stock-based~~of ~~Compensation~~the Transaction

~~(i)~~The ~~Effective~~transaction ~~June 1,~~will ~~2004,~~combine the ~~Company adopted~~business ~~the~~of ~~revised~~API ~~CICA~~with ~~Handbook Section 3870~~Rubincon, ~~“Stock-Based Compensation and Other Stock-based Payments”~~ which ~~requires~~is ~~the application of~~ a ~~fair value method of accounting to all stock-based compensation payments to employees. Under~~ ~~this~~shell ~~method,~~company ~~the~~registered ~~Company~~with ~~is required to recognize a charge to~~ the ~~income~~US ~~statement~~Securities ~~based~~and onExchange anCommission ~~option-pricing~~(which ~~model~~we ~~for~~refer ~~all~~to ~~stock~~in ~~options~~this ~~that~~document ~~were~~as ~~granted and vested in~~ the ~~period~~SEC), ~~with a corresponding credit~~ to ~~Contributed~~create ~~Surplus~~a ~~under~~corporation ~~the Shareholders’ Equity section of the Balance Sheet. In accordance~~ with ~~the~~greater ~~transitional~~access ~~provisions of Section 3870, the Company has retroactively applied the fair value method of accounting, without restatement,~~ to ~~stock option awards and warrant extensions granted since June 1~~capital, ~~2002~~with ~~using~~shares ~~the~~that ~~Black-Scholes~~will ~~option~~be ~~pricing~~more ~~model.~~useful ~~An adjustment to the opening deficit at June 1, 2004~~ in ~~the~~making ~~amount~~acquisitions ofand ~~$1,876,956 has been recorded representing the total stock-based compensation~~with ~~expense~~shares ~~had~~that ~~the~~may ~~fair~~be ~~value~~more ~~method~~easily ~~been~~sold ~~used~~into ~~for employee stock options granted and warrants modified after June 1, 2002. The offset to deficit is an increase in contributed surplus in~~ the ~~amount~~public ~~of $1,876,956 resulting in no net change to shareholders’ equity~~market.

~~The~~We ~~employee~~will ~~stock-based~~implement ~~compensation expense recognized in~~ the ~~income~~transaction ~~statement~~through ~~for~~a ~~the~~share ~~period~~exchange ~~ended~~under ~~February 28,~~a ~~2006~~plan isof ~~$1,500,000~~arrangement. ~~(2005 - $933,000):~~

~~The~~Upon ~~Company~~completion ~~uses the Black-Scholes option pricing model to estimate the fair value at the date~~ of ~~grant of options using~~ the ~~following~~ ~~assumptions~~proposed transaction:

	February 28, 2006	February 28, 2005
Risk free interest rate (%)	2.5%	2 to 3.97
Expected volatility (%)	80	68
Expected life (in years)	5	0.37 to 4.667
Expected dividend yield (%)	0	0

•

API will become an indirectly wholly-owned subsidiary of Rubincon;

15• API shareholders will cease to be shareholders of API and (other than dissenting shareholders) will receive, for each API common share, 10 shares of Rubincon common stock, or at the option of Canadian API shareholders, 10 exchangeable shares of RVI Sub;

~~API~~• ~~ELECTRONICS~~each ~~GROUP~~exchangeable ~~CORP.~~share will have economic and voting rights as nearly as practicable equivalent to one share of Rubincon common stock and will be exchangeable, at the option of the holder, for one share of Rubincon common stock; and

~~Notes~~• each outstanding option to ~~Consolidated~~purchase ~~Financial~~a ~~Statements~~API common share will be exchanged for an option to purchase 10 shares of Rubincon common stock at an exercise price equal to its current exercise price divided by 10.

~~(Expressed~~See in“Description USof ~~Dollars)~~ the Transaction” on page 41.

~~February 28,~~ The ~~2006~~Companies ~~and 2005~~

8.(see ~~Share~~page ~~Capital (continued~~88)

Rubincon. Rubincon is a shell company registered with the SEC. While Rubincon was previously involved in the mineral exploration business in Canada (ffrom its inception in 1999 until 2005), ~~Contributed~~Rubincon’s ~~Surplus~~exploration

~~Contributed~~11 ~~Surplus consists of the following:~~

	February 28, 2006			May 31, 2005
Consultant stock options granted April 1, 2004 expiring August 15, 2004 and December 31, 2004	$	25,100		$	25,100
June 1, 2004 restatement – fair value of stock options granted and warrants modified		1,876,956			1,876,956
Employee stock options modified on July 26, 2004 and January 3, 2005		215,400			215,400
Employee stock options granted on January 4, 2005		690,000			690,000
Employee stock options granted on January 27, 2006		1,500,000			—
Stock options exercised		(2,647,600	)		(1,742,200	)
Common share buyback		(448,147	)		(203,488	)
	$	1,211,709		$	861,768

~~(g)~~ activities ~~Common~~were ~~Share~~limited ~~Buyback~~and were unsuccessful and Rubincon has since embarked on acquiring a new business. The combined companies do not intend to continue mineral exploration activities. Rubincon raised $5,000,000 from a private placement of its common stock in February 2006. The primary purpose of the private placement was to raise money for acquisitions. Rubincon’s principal executive offices are located at 1313 East Maple Street, Bellingham, WA 98225, and its telephone number is (360) 865-4210.

~~During~~API. API is a holding company that through its subsidiaries manufactures components and systems for the ~~period~~defense ~~ended~~and ~~February 28~~communications industries. API Electronics, Inc. is involved in the manufacture and supply of semiconductors and microelectronic circuits for military, ~~2006~~aerospace and commercial applications. The Filtran Group of companies manufacture inductors, filters and transformers, primarily for the ~~Company~~telecommunications ~~acquired~~industry, ~~269~~with manufacturing facilities in both Canada and the United States. TM Systems manufactures naval landing and launching equipment,~~092~~ ~~(May~~flight 31control and signaling systems, ~~2005~~radar –systems ~~139~~alteration,~~735)~~ ~~common~~data ~~shares~~communication atand test equipment, and aircraft ground control equipment for military use. TM Systems is also a ~~total~~supplier ~~cost~~of critical systems and components to the U.S. Department of $1Defense. Keytronics designs and manufactures a wide variety of power transformers,~~497~~ charging chokes,~~566~~ reactors, magnetic amplifiers, pulse transformers (~~May~~radar 31and scr) telephone coupling transformers, ~~2005~~switching -transformers, ~~$723~~isolation transformers,~~289~~ ferro resonant transformers, current transformers and saturable reactors. API’s principal executive offices are located at Suite 1400, 505 University Avenue, Toronto, Ontario, Canada M5G 1X3 and its telephone number is (416) 593-6543.

16 The Combined Company

~~API~~The ~~Electronics~~combined ~~Group~~company will use the new name to be adopted by Rubincon pursuant to the certificate of amendment proposal, “API Nanotronics Corp.” The combined companies will be headquartered in API’s offices in Toronto, Ontario, Canada. The board of directors of the combined company will include the present members of the board of directors of API plus Donald A. Wright who recently joined the board of directors of Rubincon. The officers of the combined company will be the officers of API.

~~Notes~~The business of the combined company will be the business of API except to ~~Consolidated~~the ~~Financial~~extent ~~Statements~~that the combined company acquires (i) additional businesses to complement API’s existing businesses and/or (ii) businesses engaged in the emerging nanotechnology industry using Rubincon’s nanotechnologies consultant. Such acquisitions, if made, will use the funds made available to Rubincon from its recent private placement and the increasing access to financing that the parties believe the combined company will have.

~~(Expressed~~At inMay 31, US2006, ~~Dollars)~~ on a pro forma combined basis, the combined company had:

~~February 28,~~• ~~2006~~total ~~and~~assets ~~2005~~of approximately $18.7 million;

9.• ~~Cash~~total ~~Flow~~liabilities ~~Information~~of approximately $4.1 million;

• approximately 68.2 million outstanding shares of common stock (a)including ~~Changes~~Rubincon instock ~~non-cash~~issuable ~~working~~upon ~~capital~~exchange ~~are~~of asthe ~~follows:~~exchangeable shares and excluding shares issuable pursuant to options); and

	Nine Months ended						Three Months ended
	February 28,2006			February 28,2005			February 28,2006			February 28,2005
Accounts receivable	$	323,583		$	115,135		$	351,434		$	215,897
Inventory		(492,170	)		(338,933	)		(302,340	)		(9,716	)
Prepaid expenses		(158,615	)		(51,957	)		(52,162	)		(21,520	)
Accounts payable		434,385			(345,131	)		235,716			(206,639	)
Deferred revenue		(573,178	)		368,891			(15,561	)		37,057
	$	(465,995	)	$	(251,995	)	$	217,087		$	15,079

•

For the 12 month period ended July 31, 2006 for Rubincon and the fiscal ended May 31, 2006 for API, on a pro forma combined basis, the combined company had annual revenues of approximately $17.8 million.

~~(b)~~See ~~Supplemental~~“Summary ~~Cash~~Historical ~~Flow~~and ~~Information~~Pro Forma Financial Data” on page 29.

	Nine Months ended				Three Months ended
	February 28,2006		February 28,2005		February 28,2006		February 28,2005
Cash paid for interest	$	30,555	$	11,622	$	9,696	$	4,804

(c)Table Non-Cashof TransactionContents

	Nine Months ended				Three Months ended
	February 28,2006		February 28,2005		February 28,2006		February 28,2005
Options granted to employees	$	1,500,000	$	918,000	$	1,500,000	$	698,000
Options granted to consultants		—		15,000		—		15,000
	$	1,500,000	$	933,000	$	1,500,000	$	713,000

Reasons for the Transaction

~~10.~~(see ~~Change~~pages in42 ~~Accounting~~to ~~Policy~~45)

During fiscal 2004, the Company changed its accounting policy for the amortization of customer contracts from the straight line basis to a basis which more closely matches the revenue earned from these contracts to the amortization for the yearRubincon. The ~~effect~~Rubincon ofboard ~~this change was a reduction~~ of ~~amortization~~directors inhas ~~2004~~unanimously ofapproved ~~$135,881.~~the ~~The~~combination ~~change was accounted for on a retroactive basis with restatement~~ of ~~the~~Rubincon ~~prior~~and ~~year figures~~API. ~~The~~In ~~effect~~reaching ofthis ~~the change was to increase amortization in the 2003 year by $48~~determination,~~531,~~ the ~~deficit~~Rubincon ofboard ~~the~~considered ~~2003 year by $48,531 and reduce~~ the ~~2004~~following ~~year~~material ~~deficit~~factors: ~~by $87,350.~~

~~11.~~The ~~Related~~anticipated ~~Party~~business ~~Transactions~~advantages of the combination, include:

~~(a)~~• ~~Included~~Rubincon indoes ~~general and~~not ~~administrative~~have ~~expenses are consulting fees of $45,479 (2005 - $42,590) paid to~~ an ~~individual~~operating ~~who~~business ~~is a director~~ and ~~officer~~is ofseeking ~~the~~to ~~Company~~combine ~~and~~with ~~rent,~~an ~~management~~active ~~fees,~~business ~~and~~such ~~office~~as ~~administration fees of $137,523 (2005 - $137,523) paid to a corporation in which two of~~ the ~~directors~~one ~~are~~possessed ~~also~~by ~~directors of the Company.~~ API;

17• Other then through new debt or equity offerings, Rubincon has no likely source of operating funds;

~~API~~• ~~Electronics~~The ~~Group~~increased ~~Corp.~~ability of Rubincon to raise capital once Rubincon possesses an operating business;

~~Notes~~• The strong management team of API to ~~Consolidated~~manage ~~Financial~~the ~~Statements~~combined companies;

~~(Expressed~~• inThe USrecent ~~Dollars)~~ growth and expected continued growth of API’s businesses; and

~~February 28~~• The benefits to Rubincon stockholders of increasing the number of publicly-traded shares of Rubincon, ~~2006~~which we expect will also result in corresponding increases in market capitalization, trading volume and ~~2005~~institutional interest in the combined companies business and securities.

11The Rubincon board of directors also considered potential disadvantages of the transaction including that the financial performance of API would not be as expected and that the transaction would not create greater liquidity for the shares of the combined companies. ~~Related~~See ~~Party~~“Risk ~~Transactions~~Factors” ~~(continued)~~on page 20 and “Description of the Transaction—Potential Risks to Rubincon” on page 43.

~~(b) Included~~API. inThe ~~accounts~~API ~~payable~~board atof ~~year~~directors ~~end~~has ~~are~~unanimously ~~amounts~~approved ~~payable~~the tocombination anof ~~individual~~Rubincon ~~who~~and isAPI. aIn ~~director~~reaching ofits determination, the ~~Company~~API ~~for~~board ~~consulting~~consulted ~~fees~~with ~~and~~API’s ~~expenses in the amount of $5~~management,~~228~~ ~~(May~~and ~~31,~~considered ~~2005~~the -following ~~$12,106)~~material factors:

~~(c)~~• ~~Included~~The inconsideration ~~other~~offered ~~income~~of is10 ashares ~~gain~~of onRubincon ~~sale~~common ofstock ~~marketable~~or ~~securities~~10 ofexchangeable ~~CECO~~shares, ~~Environmental~~each ~~Corp.~~of inwhich is the ~~amount~~economic equivalent of ~~$70~~one share of Rubincon common stock,~~462~~ ~~(2005~~and -which ~~$Nil).~~being ~~CECO Environmental~~registered ~~Corp.~~with isthe aSEC ~~corporation~~when inissued ~~which~~should ~~two~~have ofgreater ~~its~~liquidity ~~directors~~and ~~are~~possibly, ~~also~~a ~~directors~~higher oftrading ~~the~~price ~~Company.~~than API’s common stock;

~~These~~• ~~related~~API ~~party~~expects ~~transactions were in~~ the ~~normal~~combined ~~course~~company ofto ~~operations~~have ~~and~~a ~~are~~larger ~~recorded~~market atcapitalization ~~the~~and ~~exchange~~better ~~amount~~access ~~agreed~~ to bycapital ~~the~~and ~~related~~financial ~~parties.~~ markets;

~~12.~~• ~~Per~~API ~~Share~~expects ~~Data~~the shares of the combined company to have greater public float and liquidity; and

~~Basic~~• ~~earnings~~The ~~per~~structure ~~share~~of ~~was calculated using~~ the ~~weighted~~combination ~~average~~allows ~~number~~eligible ofAPI ~~shares~~shareholders ~~issued~~resident ~~and~~in ~~outstanding~~Canada ~~for~~to ~~the~~participate ~~period ended February 28, 2006~~ in the ~~amount~~combination ~~2,601,350~~using ~~(2005~~a –tax ~~2,479,821)~~deferral. ~~Fully diluted earnings per share were not calculated for the periods ended February 28, 2006 and February 28, 2005 as it is anti-dilutive.~~

13The API board of directors also considered potential disadvantages to the transaction including that API shareholders would receive too small a percentage of the combined entity and that greater liquidity of the shares of the combined companies and greater access to capital by the combined companies would not be achieved. ~~Economic~~See ~~Dependence~~““Risk Factors” on page 20 and “Description of the Transaction—Potential Risks to API” on page 44.

~~The~~In ~~U.S.~~view ~~Department~~of the variety of ~~Defense (directly~~factors ~~and~~considered ~~through~~in ~~subcontractors)~~their ~~accounts~~evaluations ~~for~~of athe combination, ~~significant~~neither ~~portion~~the ofRubincon nor the ~~Company’s~~API ~~revenue.~~board ~~Management~~of ~~has~~directors ~~determined~~found ~~that~~it ~~the~~practicable ~~Company~~to isand did not ~~economically~~quantify ~~dependent~~or onotherwise ~~this~~assign ~~business~~relative ~~as,~~strengths ifto ~~necessary;~~the itspecific ~~could~~factors ~~re-deploy~~considered. ~~resources~~For potential risk factors related to the transaction considered ~~further~~at ~~service~~various times by the ~~commercial/industrial~~two ~~user~~companies, see “Risk Factors” on page 20.

~~14.~~13 ~~Commitments and Contingencies~~

(a)Table Rentof Contents

~~The following is a schedule by years of approximate~~ ~~future~~Recommendations ~~minimum~~to ~~rental~~Shareholders ~~payments under operating leases that have remaining non-cancelable lease terms in excess of one year as of February 28, 2006.~~

2006 (Three Months)	$	10,493
2007		14,030
2008		5,634

(see pages 44 and 60)

~~Included~~To inRubincon ~~selling~~stockholders: ~~expenses are rental charges on these leases of $20,791 (2005 - $20,700).~~

~~(b)~~The ~~401(k)~~Rubincon ~~Plan~~board believes that the transaction is fair to its stockholders and in their best interest and unanimously recommends that its stockholders vote “FOR” the amendment to the certificate of incorporation of Rubincon to change the name of Rubincon to “API Nanotronics Corp.” and to authorize the issuance of a share of special voting stock in the transaction.

~~During~~To ~~1998,~~API ~~the~~shareholders: Company adopted a 401(k) deferred compensation arrangement. Under the provision of the plan, the Company is required to match 50% of employee contributions up to a maximum of 3% of the employee’s eligible compensation. Employees may contribute up to a maximum of 15% of eligible compensation. The Company may also make discretionary contributions up to a total of 15% of eligible compensation. During the period ended February 28, 2006, the Company incurred $19,709 (2005 - $15,416) as its obligation under the terms of the plan, charged to general and administrative expense.

18The API board believes that the transaction is fair to its shareholders and optionholders and in their best interest and unanimously recommends that shareholders vote “FOR” the approval of the arrangement to give effect to the transaction. However, the API board will directly benefit from the combination of API and Rubincon.

What API ~~Electronics~~Shareholders ~~Group~~Will ~~Corp.~~Receive in the Transaction

~~Notes~~(see topages ~~Consolidated~~45 ~~Financial~~and ~~Statements~~63)

In the transaction, API shareholders (~~Expressed~~other inthan USdissenting ~~Dollars~~shareholders) will receive 10 shares of Rubincon common stock for each API common share, or at the option of Canadian API shareholders, 10 exchangeable shares of RVI Sub. We structured the exchangeable shares to be the reasonably practicable economic equivalent of Rubincon common stock, and the holders of exchangeable shares will have the following principal rights:

~~February 28,~~• ~~2006~~The ~~and~~right ~~2005~~to exchange the exchangeable shares for shares of Rubincon common stock on a one-for-one basis at any time;

~~15.~~• ~~Comparative~~The ~~Figures~~right to receive dividends, if any, on a per share equivalent basis, in amounts (or property in the case of non-cash dividends) which are the same, and which are payable at the same time, as dividends declared on Rubincon common stock;

~~Comparative~~• ~~figures~~The ~~have~~right ~~been reclassified~~ to ~~conform~~vote, toindirectly ~~the~~through ~~current~~a ~~period~~trust ~~presentation.~~arrangement, on a per share equivalent basis, at all stockholder meetings at which holders of shares of Rubincon common stock are entitled to vote; and

~~16.~~• ~~Subsequent~~The ~~Events~~right to participate, on a pro rata basis with the holders of Rubincon common stock, in the distribution of assets of Rubincon through the mandatory exchange of exchangeable shares for shares of Rubincon common stock.

OnThe ~~March 16~~exchangeable shares will, ~~2006~~in effect, ~~API~~have no separate economic or voting ~~signed~~rights ain ~~letter~~respect of ~~intent~~RVI ~~with~~Sub ~~Rubincon~~(other ~~Ventures,~~than ~~Inc.~~limited toclass ~~enter~~voting ~~into~~rights aunder ~~combination~~the ~~agreement~~Business Corporations Act (Ontario) and the right to ~~combine~~vote on any change in the ~~two~~fundamental ~~entities.~~terms ~~The~~of ~~agreement~~the ~~between~~exchangeable shares themselves or the ~~two~~related ~~companies~~terms ~~provides~~in ~~that~~the ~~shareholders~~support agreement ofand ~~API~~the ~~will~~voting ~~receive~~and ~~(i) 10~~exchange ~~common~~trust ~~shares~~agreement ofdescribed aelsewhere ~~Canadian subsidiary~~in ofthis ~~Rubincon~~joint ~~Ventures~~proxy statement, in which ~~are~~cases, the exchangeable onshares amay ~~share~~be ~~for~~subject ~~share~~to ~~basis~~automatic ~~for~~redemption). ~~shares~~API ofshareholders ~~Rubincon~~who ~~Venture~~are ~~for~~Canadian ~~each~~taxpayers ~~share~~will ofgenerally ~~API,~~only be orable ~~(ii) 10~~to ~~shares~~maintain ofany ~~Rubincon~~deferral ~~Ventures~~of ~~for~~recognition ~~each~~of ~~share~~gain ofor ~~API.~~loss ~~The~~on ~~new~~their ~~entity~~exchangeable ~~created~~shares byfor ~~the~~Canadian ~~business combination~~federal ~~will~~income betax ~~known~~purposes for as ~~API~~long ~~Nanotronics~~as ~~Corp.~~they ~~Current~~hold ~~API~~exchangeable ~~management~~shares. ~~will~~For ~~manage~~U.S. taxpayers, the ~~combined~~exchange ~~company~~of ~~and~~API ~~the~~shares ~~board~~for ofRubincon ~~directors~~common stock will, be ~~controlled~~fully bytaxable ~~current~~for ~~members~~U.S. offederal ~~board~~income oftax ~~directors of API~~purposes. ~~The~~An ~~completion~~automatic redemption of the ~~transaction~~exchangeable isshares ~~subject~~will to occur following the ~~approval~~tenth anniversary of the ~~shareholders~~consummation of ~~both~~the ~~companies~~arrangement and may under specified circumstances occur earlier. See “Information About the ~~completion~~Share Capital of ~~the~~Rubincon ~~required~~and ~~legal~~RVI Sub—RVI Sub Share Capital— Exchangeable Shares” on pages 61 and ~~regulatory~~62 ~~documentation~~“Tax Considerations” on page 72.

19Based on the number of API common shares outstanding on October 2, 2006, 2,825,406, the former API shareholders will effectively own the equivalent of approximately 28,254,060 shares of Rubincon common stock, or the equivalent of approximately 41.39% of the outstanding Rubincon common stock.

~~API~~14 ~~ELECTRONICS GROUP CORP.~~

FORMTable 52-109F2of Contents

~~CERTIFICATION~~ What API Optionholders Will Receive in the Transaction

I,(see ~~Phillip~~page ~~DeZwirek,~~51) ~~Chief Executive Officer of API Electronics Group Corp. certify that:~~

1.In Ithe ~~have~~transaction, ~~reviewed~~each ~~the~~option ~~interim~~to ~~filings~~acquire ~~(as~~a ~~this~~API ~~term~~common isshare ~~defined~~will inbe ~~Multilateral~~exchanged ~~Instrument~~for ~~52-109~~an ~~Certification~~option ofto ~~Disclosure~~acquire in10 ~~Issuers’~~shares ~~Annual~~of ~~and~~Rubincon ~~Interim~~common ~~Filings)~~stock ofat ~~API~~an ~~Electronics~~exercise price ~~Group~~equal ~~Corp.~~to ~~(the~~its ~~“Issuer”)~~current ~~for~~exercise ~~the~~price ~~period~~divided ~~ending~~by ~~February~~10. ~~28, 2006;~~

2. Market ~~Based~~Price onData my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3.(see ~~Based~~page on37) my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings; and

4.No ~~The~~established ~~Issuer~~market existed for Rubincon’s ~~other~~common ~~certifying~~stock ~~officers~~until ~~and~~shortly Ibefore ~~are~~the ~~responsible~~transaction with API was announced. During 2005, Rubincon raised gross proceeds of $106,177 from the sale of 11,325,584 shares of common stock for ~~establishing~~$0.009375 per share (after adjusting for the two four-for-one stock splits that occurred later that year) that were registered with the SEC on Form SB-2 which was declared effective by the SEC on September 10, 2004. Of such proceeds, $50,500 was cash and ~~maintaining~~the ~~disclosure~~balance ~~controls~~of the proceeds represented shares issued in exchange for the satisfaction of debt. During February 2006, Rubincon sold 5,000,000 shares of its common stock for US$1.00 per share in a private placement transaction. Between November, 2005, when Rubincon common stock qualified for trading on the OTC bulletin board (“OTCBB”), and ~~procedures~~March 7, 2006 only one trade occurred. Since March 7, 2006, almost daily trading has occurred in Rubincon common stock. On March 27, 2006, the last full trading day for Rubincon and API before the ~~Issuer~~public announcement of the transaction, the high and welow ~~have:~~sale prices for Rubincon common stock were US$1.54 and US$1.30, respectively on the OTCBB, on a volume of 73,100 shares.

~~(a)~~API’s ~~designed~~common ~~such~~shares ~~disclosure~~trade ~~controls~~on the OTCBB in the United States and ~~procedures,~~on orthe ~~caused~~Frankfurt ~~them~~Stock toExchange be(“FSE”) ~~designed~~in ~~under~~Germany. ~~our~~On ~~supervision~~March 27, to2006, ~~provide~~the ~~reasonable~~last ~~assurance~~full ~~that~~trading ~~material~~day ~~information~~for ~~relating~~Rubincon toand API before the ~~Issuer,~~public ~~including~~announcement ~~its~~of ~~consolidated~~the ~~subsidiaries~~transaction, isthe ~~made~~high ~~known~~and tolow ustrade byprices ~~others~~for API ~~within~~common ~~those~~shares ~~entities,~~were ~~particularly~~US$6.00 ~~during~~and ~~the~~US$5.95, ~~period~~respectively inon ~~which~~ the ~~interim~~OTCBB, ~~filings~~on ~~are~~a ~~being~~volume ~~prepared~~of 2,531 shares.

~~DATED~~ Who asCan ofVote ~~April 28,~~at ~~2006.~~the Meetings

~~API~~(see ~~ELECTRONICS~~page ~~GROUP CORP. Per: (signed~~38) ~~“Phillip DeZwirek” PHILLIP DEZWIREK Chief Executive Officer~~

~~API~~Rubincon. ~~ELECTRONICS~~Only ~~GROUP~~record ~~CORP~~holders of Rubincon common stock at the close of business on October 2, 2006 are entitled to notice of and to vote at the Rubincon special meeting. On October 2, 2006, 40,006,672 shares of Rubincon common stock were outstanding. Each share will have one vote on each matter at the Rubincon special meeting.

~~FORM~~API. ~~52-109F2~~Only registered holders of API common shares at the close of business on October 2, 2006 are entitled to notice of and to vote at the API special meeting. Transferees of API common shares after that date who comply with the procedures described in the Notice of Special Meeting of Shareholders and Optionholders accompanying this joint proxy statement are also entitled to vote. On October 2, 2006, 2,825,406 API common shares were outstanding. Each API common share will have one vote on each matter at the API special meeting. Optionholders will not have the right to vote at the special meeting.

~~CERTIFICATION~~ Shareholder Votes Required

I,(see ~~Claudio~~page ~~Mannarino,~~38) ~~Chief Financial Officer of API Electronics Group Corp. certify that:~~

5Rubincon. IThe ~~have~~amendment ~~reviewed~~to ~~the~~Rubincon’s ~~interim~~certificate ~~filings~~of ~~(as~~incorporation ~~this~~to ~~term~~change isthe ~~defined~~name inof ~~Multilateral~~Rubincon ~~Instrument~~to ~~52-109~~“API ~~Certification~~Nanotronics ofCorp.” ~~Disclosure~~and into authorize ~~Issuers’~~Rubincon ~~Annual~~to ~~and~~issue ~~Interim~~a ~~Filings)~~share of ~~API~~special ~~Electronics~~voting ~~Group~~stock ~~Corp.~~requires (the ~~“Issuer”)~~approval ~~for~~of stockholders holding a majority of the ~~period~~outstanding ~~ending~~shares ~~February~~of ~~28,~~Rubincon ~~2006;~~common stock entitled to vote at the special meeting.

6API. ~~Based~~Approval onof ~~my knowledge,~~ the ~~interim~~transaction ~~filings~~requires dotwo-thirds ~~not contain any untrue statement~~ of athe ~~material~~votes ~~fact~~cast orby ~~omit~~holders ~~to state a material fact required to be stated or that is necessary to make a statement not misleading in light~~ of ~~the~~API ~~circumstances~~common ~~under~~shares. ~~which it was made, with respect to the period covered by the interim filings;~~

7.15 Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings; and

8.Table Theof Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the Issuer, and we have:Contents

~~(a)~~ Dissent ~~designed~~Rights such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

~~DATED~~(see aspage of56) ~~April 28, 2006.~~

The holders of API ~~ELECTRONICS~~common ~~GROUP~~shares ~~CORP~~have the right to dissent and be paid the judicially determined fair value of their shares. ~~Per:~~The ~~(signed)~~holders ~~“Claudio~~of ~~Mannarino”~~API ~~CLAUDIO~~options have ~~MANNARINO~~no ~~Chief~~right ~~Financial~~to ~~Officer~~dissent. The holders of Rubincon common stock do not have any right to an appraisal of the value of their shares in connection with the transaction.

Interests of API Officers and Directors

(see page 60)

When you consider the recommendation of the API board of directors that API shareholders vote “FOR” of the transaction, you should be aware that certain of API directors and officers may have interests in the transaction that may differ from those of API shareholders generally and that the directors of API will directly benefit from the combination of API and Rubincon.

Accounting Treatment

For accounting purposes the acquisition of API by Rubincon is considered a reverse acquisition, an acquisition transaction where the acquired company, API, is considered the acquirer for accounting purposes, notwithstanding the form of the transaction. The primary reason the transaction is treated as a purchase by API rather than a business combination is because Rubincon is a shell company.

Consequently, reverse takeover accounting will be applied to the transaction. No additional goodwill or intangible assets will be recognized on completion of the transaction. The capital structure, including the number and type of shares issued, appearing in the consolidated balance sheet will reflect that of the legal parent, Rubincon, including the shares issued to affect the reverse takeover. The assets, liabilities and dollar amounts attributed to share capital will be those of API. Future financial statements will present a continuation of API’s financial statements and will contain API’s historical information with the changes noted above.

Regulatory Approvals

The arrangement requires approval by the Ontario Superior Court of Justice.

In addition to the conditions set forth in the combination agreement, the parties have agreed that the Plan of Arrangement will not be implemented until the SEC has declared that it will accelerate the effectiveness of the Form S-1 registration statement that Rubincon will file to register the shares of Rubincon common stock issuable upon the exchange of exchangeable shares for Rubincon common stock.

Conditions to the Consummation of the Transaction

(see page 54)

The consummation of the transaction depends upon meeting a number of conditions, including:

•

the approval of the issuance of Rubincon special voting stock and the change of name of Rubincon to “API Nanotronics Corp.”;

•

the approval of the arrangement by the API shareholders;

•

the approval of the arrangement by the Ontario Superior Court of Justice;

•

the receipt of all required consents and regulatory approvals;

•

the absence of any law or court order prohibiting the transaction;

•

the representations and warranties of the parties set out in the combination agreement being materially accurate as of the closing;

•

performance by the parties of their obligations under the combination agreement;

•

obtaining the required rulings and orders under Canadian provincial securities legislation; and

•

owners of less than 10% of the API common shares exercising their dissenters rights.

Each party has the right to waive the conditions (except for the requisite shareholder and regulatory approvals) to its obligations under the combination agreement.

Termination of the Combination Agreement

(see page 55)

Either Rubincon or API can terminate the combination agreement if any of the following occurs:

•

there has been a material breach of the combination agreement by the other party, subject to notice and cure provisions;

•

all closing conditions have not been satisfied or waived by December 31, 2006;

•

the required approvals of Rubincon stockholders or API shareholders are not obtained at the respective shareholder meetings; or

•

more than 10% of the holders of API common stock indicate an intention to exercise dissenters rights.

No Solicitation

(see page 55)

Neither Rubincon nor API may solicit or encourage any competing acquisition proposals. However, if a third party proposal is made which a board of directors is required by applicable law to consider, the Rubincon or API board of directors, as the case may be, may enter into discussions and negotiations with, and provide information to, the party making the acquisition proposal.

The Transaction Documents

We have included the combination agreement and the form of plan of arrangement as Annexes B and D to this joint proxy statement. We encourage you to read these agreements as they are the principal legal documents that govern the transaction.

Tax Consequences of the Transaction

(see page 72)

The exchange of API common shares for exchangeable shares (and ancillary rights) and/or shares of Rubincon common stock will generally be a taxable event to a Canadian resident holder of API common shares. However, an eligible Canadian resident who exchanges his or her API common shares for exchangeable shares (and ancillary rights) and who makes a valid tax election with RVI Sub, may obtain a full or partial tax deferral (rollover) of any capital gain otherwise arising upon the exchange of those shares. The exchange of options to acquire API common shares for options to acquire Rubincon common shares will not be taxable to the exchanging optionholder provided the optionholder is an individual who acquired those options in respect of, the course of or by virtue of his or her employment with API or any of its subsidiaries.

Exchangeable shares and Rubincon common shares will not be “qualified investments” for registered retirement savings plans and other similar tax deferred plans.

An API shareholder who is not a resident in Canada for whom API common shares are not “taxable Canadian property” will not be subject to tax under the Canadian Tax Act on the exchange of API common shares for shares of Rubincon common stock pursuant to the arrangement. Generally, API common shares will not be “taxable Canadian property” to an API shareholder who is not a resident in Canada. Even if the API common shares are taxable Canadian property of an API shareholder who is not a resident in Canada, the holder nonetheless may be exempt from tax under an applicable income tax convention.

For U.S. federal income tax purposes, the transactions contemplated by the plan of arrangement will be treated as a taxable exchange regardless of whether Rubincon common stock or exchangeable shares is received. As such, gain or loss will be recognized for U.S. federal income tax purposes. Persons who are subject to U.S. federal income taxation on their worldwide income (generally, U.S. citizens and residents, U.S. corporations, and certain trusts and estates), and certain other persons with sufficient contact with the U.S., will have to report this gain or loss on their annual U.S. income tax returns. Persons who are not in one of these categories, will not be subject to U.S. income tax on any gain on the exchange, nor will they receive any U.S. income tax benefit from any loss on the exchange.

Generally, the holders of API options who received their options in connection with their employment with API or a subsidiary of API will not be required to report any income or gain for either Canadian or U.S. federal income tax purposes as a result of the exchange of their API options for options to acquire shares of Rubincon common stock.

Exchange Rate of Canadian and U.S. Dollars

In this document, all dollar amounts are expressed in U.S. dollars (US$ or $) unless otherwise indicated.

On September 29, 2006, the exchange rate for one US dollar expressed in Canadian dollars based on the noon buying rate of the Federal Reserve Bank of New York was C$1.115.

For each period, the following table provides the high and low exchange rates for one US dollar expressed in Canadian dollars, the average of these exchange rates during the period, and the exchange rate at the end of the period, based upon the noon buying rate in New York City for cable transfers payable in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York:


	Nine-Month Period Ended September 30, 2006		Twelve-Month Period Ended December 31,
	Nine-Month Period Ended September 30, 2006		2005		2004		2003		2002		2001
High	$	1.173	$	1.270	$	1.397	$	1.575	$	1.613	$	1.602
Low	$	1.099	$	1.151	$	1.178	$	1.292	$	1.511	$	1.493
Average	$	1.132	$	1.212	$	1.302	$	1.401	$	1.570	$	1.549
Period End	$	1.115	$	1.166	$	1.203	$	1.292	$	1.580	$	1.593

On September 29, 2006, the exchange rate for one Canadian dollar expressed in US dollars based on the noon spot rate as reported by the Federal Reserve Bank of New York was US$0.897.

For each period, the following table provides the high and low exchange rates for one Canadian dollar expressed in US dollars, the average of these exchange rates during such period, and the exchange rate at the end of such period, based upon the noon spot rate as reported by the Federal Reserve Bank of New York:


	Nine-Month Period Ended September 30, 2006		Twelve-Month Period Ended December 31,
	Nine-Month Period Ended September 30, 2006		2005		2004		2003		2002		2001
High	$	0.910	$	0.869	$	0.849	$	0.774	$	0.662	$	0.670
Low	$	0.853	$	0.787	$	0.716	$	0.635	$	0.620	$	0.624
Average	$	0.883	$	0.825	$	0.768	$	0.714	$	0.637	$	0.646
Period End	$	0.897	$	0.858	$	0.831	$	0.774	$	0.633	$	0.628

Per Share Equivalent Share Prices

(see page 37)

The table below shows the closing prices of the Rubincon common stock and API common shares as quoted on the OTCBB and the pro forma equivalent per share value of API common shares at the close of the regular trading session on March 27, 2006, the last trading day before the public announcement of the transaction, and September 29, 2006, the most recent day for which that information was available prior to the mailing of this document.


Date	Rubincon Common Stock		API Common Share		API Share Price Pro Forma Equivalent (1)
March 27, 2006	US$	1.30	US$	5.95	US$	13.00
September 29, 2006:	US$	2.40	US$	20.00	US$	24.00

(1)	The pro forma equivalent per share value of API shares is calculated by multiplying the Rubincon common stock closing price by 10, the exchange ratio.

RISK FACTORS

The proposed transaction and the future performance of Rubincon common stock involves a number of risks, some of which could be substantial and are inherent in Rubincon’s situation and/or API’s business. You should carefully consider the following information about these risks, together with the other information in this document, including the annexes to this document, and incorporated by reference in this document, in considering the proposed transaction.

Risks Relating to the Transaction

The transaction is potentially dilutive to the holders of API common shares.

API owns a number of operating companies with significant historic operations. At the time of the transaction Rubincon will be a shell company with less than $5,000,000 in cash as its sole asset. Rubincon does not possess an operating business. Its stock was trading between $1.30 and $1.54 per share on March 27, 2006, just prior to the announcement of the combination transaction. Prior to the announcement of the proposed transaction with Rubincon, the market capitalization of API was approximately, $17,050,000, based on the number of shares outstanding during the portion of March, 2006 prior to the announcement of the transaction, 2,825,406, and $6.05, the average closing trade prices for API shares for the trading days in the month of March, 2006 prior to the announcement of the transaction with Rubincon. Notwithstanding these disparate relative values, the stockholders of Rubincon will own approximately 58.61% of the combined entities after the transaction, approximately 40,006,672 shares of the approximately 68,260,732 total shares of Rubincon common stock or shares exchangeable for Rubincon common stock outstanding. The risk to the API shareholders is that the intangible benefits to the API stockholders of engaging in a transaction with Rubincon, primarily becoming a U.S. domestic corporation registered with the SEC, do not outweigh the financial dilution being incurred by API shareholders in the transaction. API shareholders will only own 41.39% of the combined companies.

The exchange ratio of API common shares for Rubincon common stock or exchangeable shares may not provide the shareholders of API with an adequate percentage of the ownership of the combined entities.

The ratio pursuant to which shares of API common stock are being converted into Rubincon common stock or exchangeable shares was arrived at through negotiations between principals of API and Rubincon. Neither the boards of directors of API nor of Rubincon consulted outside experts in evaluating the fairness of this exchange ratio. Nor were any experts employed by the principals of API or Rubincon in connection with the setting of the initial exchange ratio. The risk of this exchange ratio is that the principals of API in negotiating the exchange ratio and the board of directors of API in approving this exchange ratio undervalued API relative to Rubincon.

The combined company may be unable to obtain the increased access to capital anticipated to be available after the transaction.

The parent corporation of the combined companies will be a U.S. domestic corporation with substantial operating subsidiaries. Before the transaction Rubincon is a shell corporation without any operations making periodic filings with the SEC and API is an operating company filing as a private foreign issuer with the SEC. Consequently, we anticipate the combined companies will have increased access to the U.S. capital markets. However, there can be no assurance that such greater access will be available to the combined companies.

The securities of the combined companies may not be a superior tool for use in the acquisition of additional operating subsidiaries.

After the completion of the transaction, the combined companies anticipate using Rubincon common stock to acquire additional operating companies. We believe that after the transaction Rubincon common stock will be a superior tool for acquiring new operating companies than the common shares of API used in past acquisitions. However, owners of such operating companies may not find Rubincon common stock more attractive consideration than API common shares previously were.

The securities of the combined entities may not be more liquid than the securities of each of the companies individually.

We believe that the securities of the combined entities will be more liquid that either the stock of API or of Rubincon. In particular, we believe that broker and investor interest will be greater than was previously the case with either company. However, until the transaction occurs, the shareholders of API and Rubincon will not know whether superior liquidity for the securities of the combined companies will actually develop.

The cost of compliance with the U.S. securities laws may outweigh the benefits to the shareholders of API of the transaction with Rubincon.

We believe some of the anticipated benefits of the proposed transaction to API shareholders will flow from API becoming, in essence, a U.S. company. However, the cost of compliance by the combined companies with the U.S. securities laws may, for shareholders of API, outweigh the benefits that we believe will be achieved from the proposed transaction. Presently, as a foreign private issuer, API is subject to limited filing and other requirements of the U.S. securities laws. However, the combined companies will have a U.S. corporation as the parent corporation, and therefore be subject to all the requirements applicable to U.S. public companies. Such full compliance with the U.S. securities laws will be more expensive than the regulatory scheme to which API was previously subject. The benefits obtained by the API shareholders from now owning, directly or indirectly, shares in a U.S. public company may not outweigh the costs of API becoming, in essence, a U.S. corporation.

We will incur significant transaction-related and restructuring costs in connection with the transaction.

We will be obligated to pay transaction fees and other expenses related to the transaction of approximately US$750,000, including filing fees, legal and accounting fees, regulatory fees and mailing costs. The exchangeable share structure also creates an additional, on-going expense. The benefits from the transaction may not outweigh these costs.

Because the exchange ratio is fixed and the market price of Rubincon common stock may fluctuate, you cannot be certain of the dollar value of the consideration that API securityholders will receive in the transaction.

Upon completion of the transaction, each API common share issued and outstanding immediately prior to the effective time of the transaction (other than shares held by API shareholders who properly exercise their dissent rights and are entitled to be paid in cash the fair value of their API common shares and shares owned by Rubincon or its subsidiaries) will be exchanged for 10 shares of Rubincon common stock, or at the option of Canadian API shareholders, for 10 exchangeable shares of RVI Sub. Each exchangeable share is the economic equivalent of, to the extent practicable, and exchangeable for, a share of Rubincon common stock. Each option to purchase an API common share will be exchanged for a replacement option to purchase Rubincon common stock, using the same exchange ratio. Because the exchange ratio of 10 shares of Rubincon common stock (or equivalent exchangeable shares) for each share of API common share is fixed, the value of the shares of Rubincon common stock issued in the transaction will depend on the price of shares of Rubincon common stock at the time they are issued.

The market prices of Rubincon common stock and API common shares when the transaction is completed may vary from and be less than their respective market prices on the date the combination agreement was executed, on the date of this document and on the date of the Rubincon special meeting and the API special meeting. See “ Per Share Market Price Data” beginning on page 37 for more detailed share price information.

The transaction will not be completed until a period of time has passed after the Rubincon special meeting and the API special meeting. At the time of their respective meetings, Rubincon shareholders and API securityholders will not know the exact value of the Rubincon common stock that will be issued in connection with the transaction.

Rubincon shareholders and API securityholders are urged to obtain current market quotations for Rubincon common stock and API common shares.

We may not be able to retain employees due to uncertainties associated with the transaction.

The success of the combined company after the transaction will depend in part upon our ability to retain key employees of API. Competition for qualified personnel can be very intense. In addition, key employees may depart because of a desire not to remain with the combined company. Accordingly, no assurance can be given that we will be able to retain key employees to the same extent that we have been able to do so in the past.

Risks Relating to the Securities to be Received in the Transaction

API shareholders who receive exchangeable shares will experience a delay in receiving shares of Rubincon common stock from the date that they request an exchange, which may affect the value of the shares the holder receives in an exchange.

API shareholders who receive exchangeable shares in the arrangement and later request to receive Rubincon common stock in exchange for their exchangeable shares will not receive Rubincon common stock until 10 to 15 business days after the request is received. During this 10 to 15 business day period, the market price of Rubincon common stock may increase or decrease. Any such increase or decrease would affect the value of the consideration to be received by the holder of exchangeable shares on the effective date of the exchange.

Future trading in Rubincon stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell Rubincon’s shares.

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Rubincon’s shares most likely will be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” In March, 2006, API common shares consistently traded above $5.00 per share. However, as a result of 10 shares of Rubincon common stock or 10 exchangeable shares being issued for each API common share and the fact that over 35,000,000 shares of Rubincon common stock are out outstanding, Rubincon common stock may trade at less than $5.00 per share after the transaction. We believe that the penny stock rules may discourage investor interest in and limit the marketability of, Rubincon common stock if the price remains below $5.00 after the transaction.

No trading market will likely exist for exchangeable shares.

Holders of exchangeable shares are anticipated not to have the ability to sell their shares in a public market. We do not anticipate that any market for exchangeable shares will develop. Consequently, a holder of exchangeable shares will only be able to sell such holder’s stock in a public market by first converting such shares to Rubincon common stock and then selling the Rubincon common stock received on the OTCBB market. We anticipate that Rubincon common stock will continue to trade on the OTCBB. However, there can be no assurance that Rubincon common stock can continue to trade on the OTCBB or that Rubincon common stock will ever trade on a more liquid market.

There has been a historic lack of liquidity for Rubincon’s common stock.

Although Rubincon’s common stock is quoted on the OTCBB, there was only one trade from November 2005 (when Rubincon stock qualified for trading on the OTCBB) through early March 2006. Since early March, the common stock has traded almost daily. The median daily volume for the period from August 1, 2006 to September 29, 2007 has been approximately 12,000 shares a day. There is no assurance that an active market for Rubincon common stock will continue after the transaction with API is completed.

Stock market price and volume volatility will likely effect Rubincon common stock.

The market for the common stock of API has been volatile. API’s stock price has been volatile for reasons both related to API’s performance or events pertaining to its industries, as well as factors unrelated to API or its industries. Shares of Rubincon common stock after the transaction with API can be expected to be subject to similar volatility in both price and volume. Over the years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies like the combined entity, have experienced wide fluctuations which have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, Rubincon common stock also can be expected to be subject to significant volatility resulting from purely market forces over which we will have no control. Further, despite the existence of a market for trading API’s common stock in the United States, the market has had limited liquidity. The market for Rubincon common stock has been very thin. As a result, Rubincon stockholders may be unable to sell significant quantities of common stock in the public trading markets without a significant reduction in the price of the stock.

If the proposed transaction is not completed, Rubincon and API will have incurred substantial costs that may adversely affect Rubincon’s and API’s financial results and operations and the market price of Rubincon’s common stock and API’s common shares.

Rubincon and API have incurred and will continue to incur substantial costs in connection with the proposed transaction. These costs are primarily associated with the fees of attorneys and accountants and mailing and printing costs. In addition, each of Rubincon and API has diverted significant management resources in an effort to complete the transaction and is subject to restrictions contained in the combination agreement on the conduct of its business. If the transaction is not completed, each of Rubincon and API will have incurred significant costs, including the diversion of management resources, for which it will have received little or no benefit.

In addition, if the transaction is not completed, Rubincon and API may experience negative reactions from the financial markets and API’s suppliers, customers and employees. Each of these factors may adversely affect the trading price of Rubincon’s common stock and/or API’s common shares and Rubincon’s and API’s financial results and operations.

Potential future sale of shares of Rubincon common stock could affect its market price.

Some of the current API or Rubincon shareholders may desire to liquidate their investment in the combined company following the combination. The sale of a significant number of shares of Rubincon common stock by these shareholders could have a negative impact upon the stock price of the Rubincon common stock, particularly in the short term.

Risks Relating to the Businesses of Rubincon, API and the Combined Company

The business of the combined company will be subject to risks currently affecting the businesses of API.

After the completion of the transaction, the business of the combined company, as well as the price of Rubincon common stock, will be subject to numerous risks currently affecting the businesses of API, including:

•

competition with other defense and communications industry suppliers;

•

changes in customer demand;

•

our ability to find suitable acquisition targets and be able to acquire them for reasonable prices;

•

our ability to obtain financing for our acquisitions, if any, on favorable terms;

•

our ability to integrate acquired companies or businesses, if any, into our ongoing business;

•

the general condition of the U.S. economy and the economies of other countries in which we operate;

•

our ability to manage any impact from slowing economic conditions;

•

war or acts of terrorism affecting the overall business climate;

•

changes in law, rules, regulations or industry standards to which we are subject that would require significant product redevelopment efforts, reduce the market for or value of our products or render products obsolete and the cost of complying with such laws, rules, regulations and industry standards, including health regulations;

•

unanticipated developments relating to previously disclosed lawsuits or similar matters;

•

changes in the costs of healthcare and other benefits provided to our employees; and

•

changes in the rules and regulations to which our customers are subject, particularly those affecting the procurement of defense related hardware.

For a discussion of API’s businesses, together with factors to consider in connection with those businesses, see “Detailed Information about the Companies” beginning on page 88.

The combined company will be exposed to significant risks related to potential adverse changes in currency exchange rates.

The combined company will be exposed to market risks resulting from changes in the currency exchange rates of the Canadian dollar and other currencies. Although operating in local currencies may limit the impact of currency rate fluctuations on the operating results of our non-U.S. subsidiaries and business units, fluctuations in such rates may affect the translation of these results into the combined company’s consolidated financial statements. In addition, because of the combined company’s international operations, significant revenues and expenses will be denominated in local currencies. Changes in exchange rates may have a significant effect on our cash flow and profitability.

The highly competitive market for the combined company’s products and industry consolidation will create adverse pricing pressures.

Although API is a diversified supplier of defense and communication industry hardware and components, the markets for the majority of API’s product categories is fragmented, and API has a number of competitors. The combined company will operate in these markets after the completion of the transaction and will therefore face these market risks as well.

Changes in tax, export or other regulations or failure to comply with existing licensing, trade and other regulations could have a material adverse effect on the combined company’s financial condition.

API’s businesses are regulated by federal, state, provincial and local laws and regulations in various countries regarding such matters as licensing requirements, trade and pricing practices, regulations applicable to the defense industry and the distribution of defense related goods and other matters. Failure to comply with these laws and regulations could result in the loss, revocation or suspension of required licenses, permits or approvals. In addition, changes in tax, defense materials procurement practices or any other laws or regulations which affect API’s products or their production, handling or distribution could have a material adverse effect on the combined company’s business, financial condition and results of operations.

Nanotechnology opportunities may not occur or may not be profitable.

The combined companies believe that they will benefit from the nanotechnology expertise of Prof. Martin Moskovitz, a consultant to Rubincon, in identifying potential nanotechnology investments and acquisitions.

There can be no assurances that such investments or acquisitions will be realized. Moreover, Prof. Moskovitz has only recently become associated with Rubincon and his agreement with Rubincon only has a term of one year. There can be no assurance that he will continue as a consultant of the combined companies. Moreover, neither API nor Rubincon has experience with nanotechnology investments or acquisitions, and there can be no assurance that any such investment, if undertaken, will be profitable.

Risks Related to the Taxation of the Transaction

The exchange of exchangeable shares for shares of our common stock is generally a taxable event in Canada (under current law) and in the United States.

The exchange of exchangeable shares for shares of Rubincon common stock is generally taxable event in Canada (under current law) and in the United States. Your tax consequences can vary depending on a number of factors, including your residency, your tax cost, the length of time that the exchangeable shares were held by you prior to an exchange and, for Canadian tax consequences, the method of the exchange (redemption or purchase). See “Tax Considerations” on page 72 for information regarding potential tax liability. You should consult your own tax advisor as to the tax consequences to you of exchangeable shares for shares of Rubincon common stock.

Exchangeable shares and shares of our common stock will not be qualified investments for certain deferred income plan.

Under Canadian law, exchangeable shares and shares of Rubincon common stock will not be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans.

The exchange of API shares for Rubincon common stock will be a taxable event to U.S. taxpayers.

The receipt of Rubincon common stock will be a taxable event to U.S. taxpayers. As a result, U.S. taxpayers will recognize taxable gain or loss measured by the difference between the fair market value of the Rubincon common stock received in the transaction and their basis in their API common shares. U.S. taxpayers will not receive any cash in the transaction, so U.S. taxpayers who recognize taxable gain as the result of the transaction and do not have other taxable losses to offset such gain may have to find other sources of cash to pay the U.S. tax due on such gain. See “Tax Considerations” on page 72 a more complete description of the potential tax consequences of the transaction to U.S. taxpayers. You should consult your own tax advisor as to the tax consequences to you of receiving Rubincon common stock in the transaction.

Risks Related to the Shareholders and Management of API and Rubincon

The rights of API shareholders will change when they become shareholders of Rubincon or RVI Sub in connection with the transaction.

In connection with the transaction, API shareholders will receive shares of Rubincon common stock, or at the option of Canadian API shareholders, exchangeable shares of RVI Sub exchangeable for Rubincon common stock. There are numerous differences between the rights of a shareholder in API, a corporation incorporated under the laws of the Province of Ontario and governed by the Business Corporations Act (Ontario), and the rights of a shareholder in Rubincon, a Delaware corporation. These differences may increase the influence of management and the large stockholders of Rubincon after the transaction in respect to stockholders having small positions. For a detailed discussion of these differences, see “Comparison of Shareholder Rights” beginning on page 63.

A number of directors and executive officers of the parties have interests that may have influenced their decision to pursue and approve the transaction.

You should be aware of interests and benefits to be received by directors and executive officers of API when considering the recommendations of the API board of directors and the Rubincon board of directors

described in this document. Certain directors and executive officers of API have interests in the transaction that are different from, or in addition to, the interests of API shareholders generally. These interests include the fact that certain directors and officers of API, hold large numbers of shares of API and options to purchase a large number of API common shares, and after the transaction Rubincon common stock. Therefore these individuals directly benefit from increased liquidity in the market for shares of the combined companies in a way that other shareholders who do not hold such large positions, and therefore do not need as much liquidity for their shares, may not.

See “Description of the Transaction—Interests of Certain Persons in the Transaction” beginning on page 60.

The original shareholders and other shareholders acquired shares of Rubincon at extremely low prices.

All of the original shareholders acquired shares of Rubincon common stock between $0.001 per share and $0.15 per share. Rubincon effected a four-for-one common stock split on August 30, 2005 and a second four-for-one common stock split on October 6, 2005. The shareholders who purchased shares in a private placement of $5,000,000 shares of common stock in February, 2006, paid $1.00 per share. The original shareholders could liquidate their shares at prices substantially below the price paid by later shareholders and still realize a substantial profit. The original shareholders who purchased their shares for $0.001 or $0.15 could liquidate their shares at prices substantially below the value of the consideration exchanged by the holders of API common shares for exchangeable shares in the transaction and still realize a substantial profit.

Directors and assets are located outside United States.

After the transaction, certain of Rubincon’s directors will be domiciled outside of the United States, it may not be possible to effect service of process upon such directors, and since all or a substantial portion of the assets of such directors are located outside the United States, there may be difficulties in enforcing judgments obtained in United States courts against such directors. Also, because a significant portion of our assets will be located outside the United States, there may be difficulties in enforcing judgments obtained in United States courts against the combined companies.

FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this document, and in documents that are incorporated by reference into this document, that are subject to risks and uncertainties. These statements are not historical facts and are based on the beliefs and assumptions of each company’s management, including expectations of financial results for the combined companies (e.g., projections regarding revenue, earnings, cash flow, cost savings and further growth). Generally, forward-looking statements include information concerning possible or assumed future actions, events or results of operations of the combined company. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. In addition, the ability of API to achieve the expected revenues also will be affected by the effects of competition, the effects of general economic and other factors beyond the control of Rubincon or API, and other risks and uncertainties described from time to time in the public filings of Rubincon and API with the SEC and Canadian securities regulatory authorities. Forward-looking statements include, among other things, the information in this document and in documents that are incorporated by reference into this document, regarding:

•

management forecasts;

•

sales;

•

revenues;

•

income and margins;

•

earnings per share;

•

growth;

•

the economy;

•

future economic performance;

•

conditions to, and the timetable for, completing the transaction;

•

future acquisitions and dispositions;

•

litigation;

•

potential and contingent liabilities;

•

management’s plans;

•

taxes; and

•

transaction and integration-related expenses.

These statements may include, or be preceded or followed by, the words “may,” “will,” “should,” “potential,” “possible,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “hope” or similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Forward-looking statements are not guarantees of performance and there are no assurances that the plans, intentions or expectations upon which forward-looking statements are based will occur. You should not place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to these cautionary statements. Rubincon and API undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future event or circumstances. You should understand that the risks, known and unknown, in addition to those discussed in “Risk Factors” above and elsewhere in this document, and in the documents that are incorporated by reference

into this document, could affect the future results of API and the combined company after the completion of the transaction and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements.

Because forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this document or the date of any document incorporated by reference into this document.

All subsequent written and oral forward-looking statements concerning the transaction or other matters addressed in this document and attributable to Rubincon or API or any person acting on either company’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, neither Rubincon nor API undertakes any obligation to release any revisions to such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

On May 8, 2006 Rubincon Ventures Inc. (“Rubincon”) entered into a combination agreement contemplating a plan of arrangement with API Electronics Group Corp. (“API”). Rubincon is a Delaware corporation and API is an Ontario corporation. Rubincon Ventures Inc. has formed an Ontario subsidiary (“RVI Sub, Inc.”) and API will be combined with that corporation through a court approved plan of arrangement. API will recapitalise and each holder of the 2,818,406 outstanding common shares of API as of May 31, 2006 will receive for each API common share 10 exchangeable shares of RVI Sub, Inc., or if the shareholder elects, 10 shares of Rubincon common stock. The RVI Sub, Inc. exchangeable shares are exchangeable into common stock of Rubincon at the option of the holder any time within a ten-year period into one share of Rubincon common stock. The exchangeable shares of RVI Sub, Inc. will be automatically converted into common stock of Rubincon within the ten-year period. The plan of arrangement will result in Rubincon having 100% of the voting rights over API. The resulting company will operate on a continuing basis under the name of API Nanotronics Corp. (“API Nanotronics”).

The unaudited pro forma combined consolidated financial statements of API Nanotronics as at May 31, 2006 have been prepared by management after giving effect to the proposed reverse takeover transaction between API and Rubincon. The unaudited pro forma combined consolidated balance sheet has been presented at May 31, 2006 and gives effect to the transaction as if it occurred on that date. The unaudited pro forma combined consolidated statement of loss for the year ended May 31, 2006 gives effect to the transaction as if it had occurred on June 1, 2005.

The unaudited pro forma combined consolidated balance sheet has been derived from the audited balance sheet of API as at May 31, 2006 prepared in accordance with U.S. Generally Accepted Accounting Principles and the unaudited balance sheet of Rubincon as at July 31, 2006 prepared in accordance with U.S. Generally Accepted Accounting Principles.

The unaudited pro forma combined consolidated statement of operations for the year ended May 31, 2006 has been derived as follows:

•

Unaudited statement of operations for the twelve months ended July 31, 2006 of Rubincon

•

Audited consolidated statement of loss for the year ended May 31, 2006 for API

The unaudited pro forma combined consolidated financial statements should be read in conjunction with the audited consolidated financial statements of API for the years ended May 31, 2006, 2005 and 2004, the unaudited financial statements for the three and six months ended July 31, 2006 and 2005 of Rubincon and the audited financial statements of Rubincon for the years ended January 31, 2006 and 2005.

The unaudited pro forma combined consolidated financial statements are prepared for illustrative purposes only and, are not necessarily indicative of the financial position which would have resulted if the transaction had actually occurred on May 31, 2006.

Consequently, reverse takeover accounting will be applied to the transaction. No additional goodwill or intangible assets will be recognized on completion of the transaction. The capital structure, including the number and type of shares issued, appearing in the consolidated balance sheet will reflect that of the legal parent, Rubincon, including the shares issued to affect the reverse takeover. The assets, liabilities and dollar amounts attributable to share capital will be those of API. Future financial statements will present a continuation of API’s financial statements and will contain API’s historical information with the changes noted above.

API Nanotronics Corp.

(Formerly Rubincon Ventures Inc.)

Pro Forma Combined Consolidated Balance Sheet

(Unaudited)


	July 31, 2006 Rubincon			May 31, 2006 API			Combined			Adjustments			API Nanotronics Pro Forma
				(Note 1)						(Note 2)
ASSETS

Current
Cash and cash equivalents	$	4,521,912		$	946,680		$	5,468,592		$	—		$	5,468,592
Marketable securities		—			41,598			41,598			—			41,598
Accounts receivable, net		—			1,791,569			1,791,569			—			1,791,569
Inventories		—			4,599,616			4,599,616			—			4,599,616
Deferred income taxes		—			40,400			40,400			—			40,400
Prepaid expenses		27,015			304,064			331,079			—			331,079

		4,548,927			7,723,927			12,272,854			—			12,272,854

Fixed assets, net		—			3,625,223			3,625,223			—			3,625,223
Deferred income taxes		—			373,600			373,600			—			373,600
Goodwill		—			1,137,166			1,137,166			—			1,137,166
Intangible assets, net		—			1,246,386			1,246,386			—			1,246,386

	$	4,548,927		$	14,106,302		$	18,655,229			—		$	18,655,229

LIABILITIES

Current
Short-term borrowings	$	—		$	512,514		$	512,514		$	—		$	512,514
Accounts payable and accrued expenses		56,569			1,918,117			1,974,686			—			1,974,686
Deferred revenue		—			119,850			119,850			—			119,850
Deferred income taxes		—			85,400			85,400			—			85,400
Current portion of long-term debt		100,000			240,921			340,921			—			340,921
Due to related party		25,103			—			25,103			—			25,103
Current portion of capital leases payable		—			34,266			34,266			—			34,266

		181,672			2,911,068			3,092,740			—			3,092,740

Deferred income taxes		—			681,600			681,600			—			681,600
Long-term debt, net of current portion		—			304,382			304,382			—			304,382
Capital leases, net of current portion		—			3,465			3,465			—			3,465

		181,672			3,900,515			4,082,187			—			4,082,187

Commitments and contingencies

SHAREHOLDERS’ EQUITY
Common stock		40,007			11,408,989			11,448,996			28,184	b		68,191
											(11,408,989	) c
Additional paid in capital		5,187,413			309,255			5,496,668			(5,187,413	) a		19,620,169
											4,367,255	a
											(40,007	) a
											(28,184	) b
											11,408,989	c
											3,602,861	d
Accumulated deficit		(860,165	)		(2,498,264	)		(3,358,429	)		860,165	a		(6,101,125	)
											(3,602,861	) d

Accumulated other comprehensive income
Currency translation adjustment		—			946,859			946,859			—			946,859
Unrealized gain (loss) on marketable securities, net of tax		—			38,948			38,948			—			38,948

					985,807			985,807			—			985,807

		4,367,255			10,205,787			14,573,042			—			14,573,042

	$	4,548,927		$	14,106,302		$	18,655,229		$	—		$	18,655,229

See accompanying notes to pro forma combined consolidated financial statements

API Nanotronics Corp.

(Formerly Rubincon Ventures Inc.)

Pro Forma Combined Consolidated Statement of Operations

(Unaudited)


	July 31, 2006 Rubincon			May 31, 2006 API			Adjustments			API Nanotronics Pro Forma
	(Note 1)			(Note 1)			(Note 2)
Revenue, net	$	—		$	15,634,093		$	2,210,749	e	$	17,844,842
Cost of revenues		—			11,460,467			1,648,081	e		13,151,537
								42,989	f

Gross Profit		—			4,173,626			519,679			4,693,305

Operating expenses
Mineral property expenditures		—			—			—			—
Business development		—			14,296						14,296
Selling expenses		—			1,176,171			18,006	e		1,194,177
General and administrative		722,651			2,108,318			4,159,158	d		7,302,878
								312,751	e

		722,651			3,298,785			4,489,915			8,511,351

Operating income (loss)		(722,651	)		874,841			3,970,236			(3,818,046	)

Other (income) expenses
Other (income) expense		—			(110,798	)		(5,471	) e		(116,269	)
Interest income		(62,845	)		—			—			(62,845	)
Interest expense		—			46,091			597	e		46,688
Loss on foreign currency transactions		—			117,472						117,472

		(62,845	)		52,765			(4,874	)		(14,954	)

Income (loss) before income taxes		(659,806	)		822,076			(3,965,362	)		(3,803,092	)

Income taxes		—			105,478			85,857	e		191,335

Net income (loss)		(659,806	)		716,598			(4,051,219	)		(3,994,427	)

Basic earnings (loss) per common share	$	(0.02	)	$	0.27					$	(0.06	)

Diluted earnings (loss) per common share	$	(0.02	)	$	0.25					$	(0.06	)

Weighted average shares outstanding
Basic		41,844,528			2,607,360			23,466,240			67,918,128

Diluted		41,844,528			2,854,245			23,219,355			67,918,128

See accompanying notes to pro forma combined consolidated financial statements

1.	REPORTING CURRENCY

The unaudited pro forma combined consolidated financial statements are expressed in US dollars, to be consistent with the reporting currency.

2.	PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The unaudited pro forma combined consolidated financial statements incorporate the following pro forma assumptions and adjustments:

Rubincon Ventures Inc.

Rubincon’s historic deficit, common stock and additional paid in capital have been eliminated upon consolidation.

The 28,184,060 in exchangeable shares of RVI Sub, Inc. or API Nanotronics common stock issued to the shareholders of API have been recorded at the $0.001 par value per share of API Nanotronics common stock which assumes that all exchangeable shares have all been exchanged for shares of API Nanotronics common stock.

API’s common stock has been allocated to contributed surplus to reflect the $0.001 par value per share of API Nanotronics common stock.

Adjustment for the exchange of options

In accordance with the combination agreement, 510,000 as of May 31, 2006 API stock options will be exchanged for 5,100,000 stock options of API Nanotronics. The fair value of the API Nanotronics options exceeded the fair value of the API options by $4,159,158 at May 31, 2006 under Black Scholes with the following assumptions: Risk Free Rate – 2.50%, Volatility – 80%, Expected Life – 0.25 years to 4.667 years, Dividend Yield – 0%. The valuation assumes an exchange date of July 31, 2006. This value is subject to change and will be finalized based on the actual exchange date.

The results of operations for the eleven months ended April 30, 2006 for Keytronics, Inc. of $150,928 have been added to the pro forma financial statements to reflect the acquisition of Keytronics as if it had occurred on June 1, 2005.

The amortization for the eleven months ended April 30, 2006 attributable to the step up in value of certain assets of Keytronics at the date of acquisition have been added to the pro forma financial statements to reflect the acquisition of Keytronics as if it had occurred on June 1, 2005.

3.	EARNINGS PER SHARE

API Nanotronics basic pro forma earnings (loss) per share was calculated based on the net income (loss) and the weighted average number of shares outstanding during the reporting period. Shares issued as part of the business combination are included in the calculation of the weighted average number of shares for all periods presented, because the combined entity’s financial statements are prepared as if the transaction had been completed at the beginning of the period. The weighted average number of shares has been adjusted for the 10 shares of API Nanotronics common stock or equivalents to be issued for each API share.

All outstanding options, representing 5,100,000 incremental shares have been excluded from the computation of diluted pro forma earnings (loss) per share as they are anti-dilutive due to the losses generated.

SELECTED HISTORICAL FINANCIAL INFORMATION - API

We are providing the following financial information to assist you in your analysis of the financial aspects of the transaction. The following financial information includes historical information for API as of and for each of the years ended May 31, 2002 through 2006. We derived the annual API historical information from the audited consolidated financial statements of API as of and for each of the years ended May 31, 2006, 2005 and 2004 as included in this prospectus. We derived the annual API historical information from the audited consolidated financial statements of API as included in Form 20-F as filed with the Security and Exchange Commission as of and for each of the years ended May 31, 2003 and 2002. Such statements included a footnote which reconciled the financial statements presented in accordance with US GAAP.

The information below is only a summary and should be read in conjunction with API’s audited historical consolidated financial statements and related notes contained in this prospectus and the audited consolidated financial statements of API as included in API’s Form 20-F. The historical results included below and elsewhere in this document are not indicative of the future performance of API or the combined company.


	For the years ended May 31,
Operations Data	2006 (4)(5)		2005			2004			2003 (1)(2)			2002
Revenues, net	$	15,634,093	$	12,547,551		$	11,278,187		$	8,253,541		$	2,903,120

Cost of revenues		11,460,467		9,352,592	(7)		8,876,482	(7)		6,432,775	(7)		2,255,841

Gross profit		4,173,626		3,194,959			2,401,705			1,820,766			647,279

Operating expenses		3,298,785		2,958,988	(7)		3,033,495	(7)		3,734,650	(7)		1,578,378

Operating income (loss)		874,841		235,971			(631,790	)		(1,913,884	)		(931,099	)

Other (income) expenses		52,765		53,665			(32,893	)		18,473			(38,098	)

Income tax (benefit)		105,478		(118,700	)		(54,066	)		(63,729	)		16,642

Net income (loss) before cumulative effect of change in accounting principle		716,598		301,006			(544,831	)		(1,868,628	)		(909,643	)

Cumulative effect for change in accounting principle		—		—			(48,531	)		—			—

Net income (loss)	$	716,598	$	301,006		$	(593,362	)	$	(1,868,628	)	$	(909,643	)

Basic earnings (loss) per common share:
Earnings (loss) per share before cumulative effect of change in accounting principle	$	0.27	$	0.12	(3)	$	(0.23	)(3)	$	(1.05	)(3)	$	(0.85	)(3)
Cumulative effect of change in accounting principle		—		—			(0.02	)(3)		—			—

Basic earnings (loss) per common share	$	0.27	$	0.12	(3)	$	(0.25	)(3)	$	(1.05	)(3)	$	(.85	)(3)

Weighted average number of common shares outstanding (000’s) – basic		2,607		2,535	(3)		2,339	(3)		1,778	(3)		1,074	(3)


	For the years ended May 31,
	2006 (4)(5)		2005			2004			2003 (1)(2)			2002
Diluted earnings (loss) per common share:
Earnings (loss) per share before cumulative effect of change in accounting principle	$	0.25	$	0.11	(3)	$	(0.23	)(3)	$	(1.05	)(3)	$	(0.85	)(3)
Cumulative effect of change in accounting principle		—		—			(0.02	)		—			—

Diluted earnings (loss) per common share	$	0.25	$	0.11		$	(0.25	)	$	(1.05	)	$	(0.85	)

Weighted average number of common shares outstanding (000’s) – diluted		2,854		2,653	(3)		2,339	(3)		1,778	(3)		1,074	(3)


	As at May 31,
Balance Sheet Data	2006 (4)(5)			2005			2004			2003 (2)			2002 (1)
Working capital	$	4,812,859		$	4,109,557		$	3,081,804		$	2,247,091		$	2,151,265
Total assets		14,106,302			12,652,828			11,185,134			13,546,790			8,538,351
Long-term debt (including current portion) and capital leases payable		583,034			120,031			174,643			2,931,687			2,371,831
Shareholders’ equity		10,205,787	(6)		9,510,777	(6)		8,629,790	(6)		8,332,339	(6)		4,477,763	(6)

(1)	On May 31, 2002, API acquired the assets of the Filtran Group of companies. The assets are first reflected in the May 31, 2002 year-end and the operations for the year ended May 31, 2003 are first reflected in the May 31, 2003 year-end.

(2)	On February 6, 2003, API acquired the assets of TM System II Inc. The assets are first reflected in the May 31, 2003 year-end and their operations for the period from February 3, 2003 to May 31, 2003 are first reflected in that year-end.

(3)

On July 19, 2004 API approved a ten for one reverse split of its common shares. All share and per share figures have been presented to reflect this change. On September 15, 2004 the reverse split was effected and API changed its name to API Electronics Group Corp. to facilitate the reverse split as per Ontario corporate law.

(4)	On August 29, 2005, API acquired certain assets of Sensonics, Inc. The assets are first reflected in the May 31, 2006 year-end and their operations for the period from August 29, 2005 to May 31, 2006 are first reflected in that year-end.

(5)	On April 27, 2006, API acquired the assets of Keytronics, Inc. The assets are first reflected in the May 31, 2006 year-end and their operations for the period from April 27, 2006 to May 31, 2006 are first reflected in that year-end.

(6)	API has not paid cash dividends on its common stock during its history and does not anticipate paying cash dividends in the near future.

(7)

Comparative figures have been reclassified to conform to the current period presentation. API reclassified $210,439, $207,275 and $107,235 of amortization expense attributable to the amortization of customer contracts from operating expenses to cost of revenues for the years ended May 31, 2005, 2004 and 2003, respectively.

SELECTED HISTORICAL FINANCIAL INFORMATION - RUBINCON

We are providing the following financial information to assist you in your analysis of the financial aspects of the transaction. The financial information under the heading “Selected Historical Financial Information – Rubincon” includes historical information for Rubincon as of and for each of the years ended January 31, 2002 through 2006 and for the six (6) month periods ended July 31, 2006 and 2005. We derived the annual Rubincon historical financial information from the audited financial statements of Rubincon as of and for each of the years ended January 31, 2002 through 2006, which are based on U.S. GAAP. The data as of and for the six (6) months ended July 31, 2005 and 2006 was derived from unaudited interim financial statements of Rubincon and, in the opinion of Rubincon’s management, includes all adjustments, consisting solely of normal and recurring adjustments, that are considered necessary for the fair presentation of the results for the interim periods.

The information below is only a summary and should be read in conjunction with Rubincon’s audited historical financial statements and related notes contained in the later part of this joint proxy statement The historical results included below and elsewhere in this document are not indicative of the future performance of Rubincon or the combined company.


	(Unaudited)
Operations Statement Data (1) (2)	Six months ended 31 July 2006		Six months ended 31 July 2005		Year Ended January 31,
Operations Statement Data (1) (2)	Six months ended 31 July 2006		Six months ended 31 July 2005		2006			2005			2004			2003			2002
Net sales revenue	—		—			—			—			—			—			—
Mineral property expenditures	—		21,829		$	23,152		$	3,994			—			—			—
Gross loss	—		(21,829	)		(23,152	)		(3,994	)		—			—			—
Operating expenses	643,297		15,455			93,485			26,951			34,357			31,276			24,135
Operating income (loss)	(643,297	)	(37,284	)		(116,637	)		(30,945	)		(34,357	)		(31,276	)		(24,135	)
Other expenses (income)	(62,845	)	—			—			—			—			—			—
Income tax expense (recovery)	—		—			—			—			—			—			—
Net earnings (loss)	(580,452	)	(37,284	)		(116,637	)		(30,945	)		(34,357	)		(31,276	)		(24,135	)
Basic earnings (loss) per share	(0.015	)	(0.001	)	$	(0.003	)	$	(0.001	)	$	(0.001	)	$	(0.001	)	$	(0.001	)
Weighted average number of common shares outstanding	39,777,008		47,548,674			46,790,197			38,413,120			38,413,120			38,413,120			38,413,120

	(Unaudited)
Balance Sheet Data	As at 31 July 2006		As at 31 July 2005		Year Ended January 31,
Balance Sheet Data	As at 31 July 2006		As at 31 July 2005		2006			2005			2004			2003			2002
Working capital	4,367,255		(25,932	)	$	(102,810	)	$	(99,775	)	$	(78,730	)	$	(54,573	)	$	(33,497	)
Total assets	4,548,927		3,171			65,967			101			118			88			16
Long-term debt	—		—			—			—			—			—			—
Current liabilities	181,672		29,103			168,777			99,876			78,848			54,661			33,513
Stockholders’ equity (deficit)	4,367,255		(25,932	)		(102,810	)		(99,775	)		(78,730	)		(54,573	)		(33,497	)

(1)	All share and per share figures have been adjusted to reflect a four-for-one common stock split that occurred on August 30, 2005 and a four-for-one common stock split that occurred on October 6, 2005.

(2)	Rubincon has not paid cash dividends in its common stock during its history and does not anticipate paying cash dividends in the near future.

COMPARATIVE PER SHARE DATA

The following tables present (all based on US Generally Accepted Accounting Principles):

the basic and diluted income (loss) per common share and book value per share data for each of Rubincon Ventures Inc. and API Electronics Group Corp. on a historical basis

the basic and diluted net loss per common share and book value per common share for, API Nanotronics on a proforma basis, and the equivalent proforma amounts based on the exchange ratio of 10 shares of Rubincon common stock for each share of API common stock

The unaudited pro forma consolidated financial data are not necessarily indicative of the operating results that would have been achieved had the transaction been in effect as of the beginning of the periods and should not be construed as representative of future operations. Neither Rubincon nor API declared any cash dividends for the periods presented below.

The historical book value per share has been calculated by dividing stockholders’ equity by the number of shares of common stock outstanding at the end of the period.

The pro forma book value per share has been calculated by dividing pro forma stockholders’ equity by the pro forma number of shares of Rubincon common stock that would have been outstanding had the merger been consummated as of the balance sheet date. Pro forma consolidated net loss, pro forma stockholders’ equity and the pro forma number of shares of Rubincon common stock outstanding have been derived from the unaudited pro forma condensed consolidated financial statements appearing elsewhere in this joint proxy statement.

This information is only a summary and should be read in conjunction with the selected historical financial data of Rubincon and API, the Rubincon and API unaudited pro forma consolidated financial statements, and the separate historical financial statements of Rubincon and API and related notes contained in the annual reports and other information that Rubincon and API have each filed.

The equivalent pro forma consolidated amounts set forth in the table below have been calculated by multiplying the pro forma consolidated per share amounts by the exchange ratio of 10 shares of Rubincon common stock for each share of API common stock.


	Historical					API Nanotronics pro forma			Equivalent Pro forma
	Rubincon			API		API Nanotronics pro forma			Equivalent Pro forma
Basic earnings (loss) per share
Year ended (API – May 31, 2006, Rubincon – July 31, 2006)	$	(0.02	)	$	0.27	$	(0.06	)	$	(0.59	)

Diluted earnings (loss) per share
Year ended (API – May 31, 2006, Rubincon – July 31, 2006)	$	(0.02	)	$	0.25	$	(0.06	)	$	(0.59	)

Book value per common share
(API – May 31, 2006, Rubincon – July 31, 2006)	$	0.11		$	3.62	$	0.21		$	2.14

PER SHARE MARKET PRICE DATA

API. The principal market for API’s common stock is the OTCBB in the United States. API’s common stock is traded on the OTCBB under the symbol AEGCF and on the Frankfort Stock Exchange under the symbol AEF1.

The following table sets forth the reported high and low bid prices of the common shares, as adjusted to reflect a 1:10 consolidation of API’s common shares effective September 15, 2004, and as reported by the NASD for each quarter during the fiscal years ended May 31, 2006 and May 31, 2005 and for each quarter thereafter through September 28, 2006. This information was obtained from stockwatch.com, otcbb.com and globeinvestor.com. Such over-the-counter market quotations are based on closing prices and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.


	Period	High Bid		Low Bid
Fiscal 2007:	Second Quarter (until 9/28/06) First Quarter (8/31/06)	US$ US$	20.10 21.50	US$ US$	18.80 15.10
Fiscal 2006:	Fourth Quarter (5/31/06) Third Quarter (2/28/06) Second Quarter (11/30/05) First Quarter (8/31/05)	US$ US$ US$ US$	24.75 6.45 5.30 6.40	US$ US$ US$ US$	5.50 4.55 3.85 5.03
Fiscal 2005:	Fourth Quarter (5/31/05) Third Quarter (2/28/05) Second Quarter (11/30/04) First Quarter (8/31/04).	US$ US$ US$ US$	5.20 5.25 4.00 5.50	US$ US$ US$ US$	3.75 2.33 2.30 3.50

The price of API’s common stock on Monday, March 27, 2006, the last full day of trading prior to the public announcement of the proposed business combination with Rubincon as reflected by the last trade of that day was US$5.95. The price of API’s common stock on October 2, 2006 as reflected by the last trade of that day was US$20.00.

The common stock of API trades on a limited basis on the Frankfurt Exchange. Accordingly, no market data is included.

Rubincon. Rubincon’s common stock qualified for quotation in the over-the-counter market on the OTC bulletin board (“OTCBB”) under the symbol RBCV in November 2005. Prior to November 2005 there was no established trading market for Rubincon common stock. There was one trade of Rubincon common stock in November 2005 at a price of $1.20. There were no other trades in Rubincon’s common stock until March 2006.

The following table sets forth the reported high and low bid prices of Rubincon’s common stock for the period from March 7, 2006, when active trading in Rubincon common stock commenced, to September 28, 2006. Such over-the-counter market quotations are based on high and low bid prices and reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. During August 2005, Rubincon completed a four-for-one common stock split and during October 2005, Rubincon completed a second four-for-one common stock split. The bid prices set forth below reflect the bids subsequent to both stock splits. This information was obtained from otcbb.com.


	Period	High Bid		Low Bid
Fiscal 2007	Third Quarter (until 9/28/06) Second Quarter (7/31/06) First Quarter (3/7/06 to 4/30/06)	US$ US$ US$	2.85 2.95 3.06	US$ US$ US$	2.26 2.35 1.20
Fiscal 2006			N/A		N/A
Fiscal 2005:			N/A		N/A

The price of Rubincon’s common stock on Monday, March 27, 2006, the last full trading day before the public announcement of the proposed business combination with API, as reflected by the last trade of that day was US$1.30. The price of Rubincon’s common stock on September 29, 2006 as reflected by the last trade of that day was US$2.40.

INFORMATION ABOUT THE MEETINGS AND VOTING

The Rubincon Special Meeting—Information For Rubincon Stockholders

Solicitation and Voting of Proxies. The accompanying Rubincon proxy is solicited on behalf of the Rubincon board for use at the Rubincon special meeting, to be held at the office of CD Farber Law Corporation, on Tuesday, October 31, 2006 at 10:00 a.m. (local time). Only holders of record of Rubincon common stock at the close of business on October 2, 2006 will be entitled to vote at the Rubincon special meeting. On October 2, 2006, there were 40,006,672 shares of Rubincon common stock outstanding and entitled to vote. Each share entitles the holder to one vote on all matters presented at the Rubincon special meeting. A majority of the shares, present in person or by proxy, will constitute a quorum for the transaction of business. This joint proxy statement and the accompanying form of proxy were first mailed to Rubincon stockholders on or about October 10, 2006.

Revocability of Proxy. If you have given a proxy you may revoke it at any time before it is exercised at the Rubincon special meeting, by:

•

delivering to the corporate secretary of Rubincon, care of its transfer agent, by any means, including facsimile, a written notice stating that the proxy is revoked;

•

signing and so delivering a proxy bearing a later date; or

•

attending the Rubincon special meeting and voting in person (although attendance at the Rubincon special meeting will not, by itself, revoke your proxy).

Proxy Solicitation. Given the small number of stockholders of Rubincon, the sole officer of Rubincon may solicit proxies to be voted at the Rubincon special meeting in addition to his ordinary duties for Rubincon. Following the original mailing of the proxies and other soliciting materials, Rubincon and/or its agents also may solicit proxies by mail, telephone, facsimile or in person.

Voting Rights. You are entitled to one vote for each Rubincon share held as of the record date. Approval of the amendment to the Rubincon certificate of incorporation requires the affirmative vote of the holders of the majority of the outstanding shares of Rubincon common stock.

Discretionary Authority. The accompanying Rubincon proxy confers discretionary authority to vote upon any other matters properly brought before the meeting which were not known to the Rubincon board a reasonable time prior to this solicitation.

Presence of Accountants. The principal accountants of Rubincon for the current year and for the most recently completed fiscal year will not be at the special meeting.

Rubincon Stockholder Proposals. Stockholder proposals to be considered for inclusion in the proxy statement of Rubincon to be issued in connection with the 2007 annual meeting of Rubincon stockholders must be mailed to Corporate Secretary, Rubincon Ventures Inc., 505 University Avenue, Suite 1400, Toronto, Ontario M5G 1X3 and must be received by the Corporate Secretary on or before February 28, 2007.

Stockholder proposals submitted outside of the procedures set forth above, including nominations for directors, must be mailed to Corporate Secretary, at 505 University Avenue, Suite 1400, Toronto, Ontario M5G 1X3 and must be received by the Corporate Secretary not later than May 1, 2007 and not earlier than March 1, 2007. If a proposal is received after May 1, 2007, Rubincon’s proxy for the 2007 annual meeting may confer discretionary authority to vote on such matter without any discussion of the matter in the proxy statement for the 2007 annual meeting.

The API Special Meeting—Information For API Shareholders and Optionholders

Solicitation and Voting of Proxies. The accompanying API proxy is solicited on behalf of the API board of directors for use at the API special meeting. The solicitation of proxies will be primarily by mail but proxies may

also be solicited personally or by telephone by regular employees of API without special compensation. The cost of solicitation will be borne by API. API may also pay brokers or nominees holding API common shares in their names or in the names of their principals for their reasonable expenses in sending solicitation material to their principals.

Only registered API shareholders at the close of business on October 2, 2006 will be entitled to vote at the API special meeting, subject to the provisions of Ontario law regarding transfers of API common shares after the API record date. See the “Notice of Special Meeting of Shareholders and Optionholders” accompanying this joint proxy statement. At the close of business on the API record date, there were 2,825,406 API common shares outstanding, and API options outstanding in respect of an additional 580,000 API common shares.

A quorum of API shareholders at the API special meeting will be present if the holders of not less than one-third (1/3) of the API common shares entitled to vote at the meeting constituting at least two shareholders are present, either in person or by duly appointed proxy.

To be effective, proxies must be received by Equity Transfer & Trust Company not later than 4:00 p.m. (Toronto time) on Monday, October 30, 2006, or, if the API special meeting is adjourned, not later than 24 hours (excluding Saturdays, Sundays and holidays) before the time of the API special meeting or any adjournment or postponement thereof.

Advice to Beneficial Holders of API Common Shares. The information set forth in this section is important to API shareholders who do not hold their API common shares in their own name (referred to in this joint proxy statement as “beneficial shareholders”). Beneficial shareholders should note that only proxies deposited by shareholders whose names appear on the records of API as the registered shareholders can be recognized and acted upon at the special meeting. If API common shares are listed in an account statement provided to a API shareholder by a broker, then in almost all cases those shares will not be registered in the shareholder’s name on the records of API. Such shares will more likely be registered under the name of the shareholder’s broker or a nominee of that broker. In Canada, the vast majority of these shares are registered under the name of CDS & Co. (the registration name for the Canadian Depository for Securities), which acts as nominee for many Canadian brokerage firms. In the United States, shares are often registered under the name of CEDE & Co. (the registration name for The Depository Trust Company), which acts as nominee for many U.S. brokerage firms. Shares held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the beneficial shareholder.

Applicable regulatory policy requires brokers to seek voting instructions from beneficial shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by beneficial shareholders in order to ensure that their common shares are voted at the special meeting. Often the form of proxy supplied to a beneficial shareholder by his/her broker is identical to the form of proxy provided by API to the registered shareholders. However, its purpose is limited to instructing the registered shareholder how to vote on behalf of the beneficial shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Independent Investor Communications Corporation (“IICC”) in Canada and ADP Proxy Services in the United States. IICC and ADP Proxy Services typically prepare a machine-readable proxy form, mail those forms to the beneficial shareholders and ask beneficial shareholders to return the proxy forms to IICC or ADP Proxy Services. IICC or ADP Proxy Services then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of shares at the special meeting.

A beneficial shareholder receiving a proxy form from IICC or ADP Proxy Services cannot use that proxy to vote common shares directly at the special meeting—the proxy must be returned to IICC or ADP Proxy Services well in advance of the special meeting in order to have the common shares represented by such proxy voted.

Appointment of Proxy and Discretionary Authority. As an API shareholder you have the right to appoint a person, who need not be a shareholder or optionholder of API, other than persons designated in the form of proxy

accompanying this joint proxy statement, as your nominee to attend and act for and on your behalf at the API special meeting. You may exercise this right by inserting the name of the person you appoint in the blank space provided on the form of proxy.

The form of proxy accompanying this joint proxy statement confers discretionary authority upon the proxy nominees with respect to amendments or variations to the matters identified in the accompanying notice of the API special meeting and other matters which may properly come before the API special meeting.

Your API common shares represented by proxies at the API special meeting will be voted in accordance with your instructions where you have specified a choice with respect to any matter to be voted upon. In the absence of any specification, your API common shares will be voted FOR the matter or matters proposed in this joint proxy statement.

Management of API knows of no matters to come before the API special meeting other than the matters referred to in the accompanying notice of the API special meeting. However, if any other matters that are not now known to management should properly come before the API special meeting, the shares represented by proxies in favor of management nominees will be voted on such matters in accordance with the best judgment of the proxy nominee.

Revocation of Proxies. Proxies given by API shareholders for use at the API special meeting may be revoked at any time prior to their use. An API shareholder giving a proxy may revoke the proxy (1) by instrument in writing executed by the shareholder or by his or her attorney authorized in writing, or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing, and deposited at the office of API’s transfer agent, Equity Transfer & Trust Company, any time up to and including 4:00 p.m. (Toronto time) on the last business day preceding the day of the API special meeting, or any adjournment or postponement thereof, or with the chairman of the API special meeting on the day of such API special meeting or adjournment or postponement thereof, (2) by a duly executed proxy bearing a later date or time than the date or time of the proxy being revoked, (3) by voting in person at the API special meeting (although attendance at the API special meeting will not in and of itself constitute a revocation of a proxy), or (4) in any other manner permitted by law.

Required Votes. API shareholders are entitled to one vote for each share held. The special resolution, in the form of Annex A, in respect of the proposed arrangement set forth in full in Annex D, must be approved by the affirmative vote of not less than two- thirds of the aggregate of the votes cast by the holders of API common shares, present (in person or by proxy) and entitled to vote at the API special meeting.

Presence of Accountants. The principal accountants of API for the current year and for the most recently completed fiscal year will not be at the special meeting.

DESCRIPTION OF THE TRANSACTION

Overview of the Transaction

Upon completion of the proposed transaction:

•

API will become an indirectly wholly-owned subsidiary of Rubincon;

•

API shareholders will cease to be shareholders of API and (other than dissenting shareholders) will receive, for each API common share, 10 shares of Rubincon common stock, or at the option of Canadian API shareholders, 10 exchangeable shares of RVI Sub;

•

each exchangeable share will have economic and voting rights equivalent to one share of Rubincon common stock to the extent practicable, and will be exchangeable, at the option of the holder, for one share of Rubincon common stock; and

•

each outstanding option to purchase a API common share will be exchanged for 10 options to purchase 1 share of Rubincon common stock at an exercise price equal to its current exercise price divided by 10.

Background

Phillip DeZwirek, the Chief Executive Officer of API, first became aware of the existence of Rubincon on January 18, 2006 in a meeting with Howard Bregman, a long-time business and social contact. Mr. Bregman told Mr. DeZwirek that Rubincon was a public shell that was seeking an acquisition, that he was assisting Rubincon in raising $5 million of capital through the private placement of its shares of common stock and that Rubincon was interested in a nanotechnology related acquisition. Mr. DeZwirek responded that he believed there was synergy between API’s defense and electronics business and Rubincon’s interest in a nanotechnology business. In addition Mr. DeZwirek indicated that a transaction with Rubincon would give API better access to the US capital markets. Mr. DeZwirek expressed interest in discussing a business combination between the two entities.

Mr. Bregman put Mr. DeZwirek in contact with Guy Peckham, the President of Rubincon, that day. No previous contact had existed between any of the officers or directors of API and the officer and director of Rubincon. In early February 2006, Mr. DeZwirek spoke with Mr. Peckham during a series of telephone calls in which he proposed the terms of a business combination substantially similar to those in the letter of intent and the definitive combination agreement. During these calls Mr. DeZwirek discussed with Mr. Peckham any potential liabilities that Rubincon might be subject to and other aspects of the operations and financial statements of the two Companies. With respect to API they discussed API’s management, the lines of business that API was engaged in, API’s manufacturing and sales capacities and the potential growth of API’s various product lines. No material non-public information about API and its subsidiaries was disclosed during these telephone calls.

As part of these telephone calls, Mr. DeZwirek proposed a one for ten exchange ratio of API stock for Rubincon stock based on his analysis of (1) the price of the stock of Rubincon, which he understood was selling 5,000,000 shares in a private placement at $1 per share, and the historic trading prices of API in the OTCBB market, (2) the value of Rubincon after it had received $5 million of additional capital and (3) the potential synergies that could exist as a result of a combination of the two entities. Mr. DeZwirek believed that a combination with Rubincon would be particularly valuable to API in that Rubincon’s liquid assets, assuming the private placement occurred, and superior access to capital as a US company would allow API to make larger and more costly acquisitions than it had previously been able to make. With such acquisitions, Mr. DeZwirek hoped to grow API at a faster rate. Moreover, Mr. DeZwirek believed that the interest of Rubincon in nanotechnology acquisitions, an area of expansion that he had believed that would be beneficial for API to pursue but that API had not had the financing to pursue as a result of the expense of such acquisitions, was an added benefit. With respect to the nanotechnology interest, Rubincon became a more attractive combination partner when on March 15, 2006, Rubincon entered into a consulting agreement with Dr. Martin Moskovits, a expert in the field of nanotechnology and a Professor in the Department of Chemistry and Biochemistry and the Bruce and Susan Worster, Dean of Science at the University of California, Santa Barbara.

After some discussion, Mr. DeZwirek and Mr. Peckham agreed upon the arrangement originally proposed by Mr. DeZwirek without any substantial modification, subject to approval by the board of directors of API. Following the discussions with Mr. Peckham, Mr. DeZwirek consulted informally with each member of the board of directors of API with respect to the proposed transaction. Mr. Peckham, as the sole director and executive officer of Rubincon at the time, agreed to the terms because of his confidence in the management of API, his belief that API had significant growth potential and his view that the exchange ratio of API shares into Rubincon shares was favorable to the existing shareholders of Rubincon.

Rubincon’s attorneys started drafting the letter of intent on February 6, 2006. The drafts were circulated and revised over the following weeks as the attorneys for API and Rubincon determined the appropriate structure for corporate and tax purposes without a change in the material terms of the transaction. While early drafts contemplated a merger between API and a wholly-owned Ontario subsidiary of Rubincon, the later drafts contemplated an exchangeable share transaction of the type set forth in this proxy statement to address the Canadian tax issues raised by a merger structure. Rubincon reviewed a number of precedent transactions filed with the SEC, all of which were structured using exchangeable shares in a similar manner as in the Rubincon/API transaction. On March 16, 2006, after the private placement of the 5 million shares of Rubincon common stock for $5 million was consummated and a letter of intent was entered into between API and Rubincon setting forth the structure of the transaction. The Board of Directors of API and Rubincon both approved the letter of intent on March 16, 2006. The letter of intent was not binding on either party and further due diligence occurred after the execution of the letter of intent. On May 5, 2006, API and Rubincon finalized the combination agreement and the definitive combination agreement was approved by both boards of directors. The combination agreement was executed by API and Rubincon on May 8, 2006.

Reasons for the Transaction

Rubincon’s Reasons for the Transaction.

The Rubincon board of directors considered the following material factors in unanimously approving the combination.

Anticipated Advantages to Stockholders. The transaction will increase the number of publicly traded shares of Rubincon, which should benefit the Rubincon stockholders as a result of the expected resulting increases in market capitalization, trading volume and institutional interest in Rubincon’s business and securities.

Need for an Operating Company. After Rubincon ceased pursuing mining exploration, it became a shell corporation. As such, Rubincon management was seeking a business combination transaction with an operating company that desired to become registered with the SEC as a domestic issuer. Of the various operating companies that management reviewed, API had the best combination of growth prospects of its business and favorable market appeal.

Established Business and Management of API. In choosing to enter into a transaction with API, the management of Rubincon also considered the potential growth prospects and management team of their various transaction targets. Of all the targets considered that the management of Rubincon, API had the best combination of growth prospects and proven leadership.

Increased Liquidity for Rubincon Common Stock. Rubincon’s management believes that by engaging in the transaction with API, Rubincon’s common stock will become more liquid and its price will increase.

Increased Shareholder Base. The shares of Rubincon are concentrated in the hands of a relatively small number of stockholders. A combination with API will vastly increase the breath of the combined company’s base because API has approximately 8,500 shareholders. Rubincon’s management believes the increased shareholder base will lead to an increased market following and improved financing opportunities.

Potential Risks to Rubincon

The Rubincon board of directors realized that there are risks associated with the acquisition of API. These factors are discussed more fully on page 20 under “Risk Factors” and include:

•

that some of the potential benefits described above of a transaction with API may not be realized or that there may be significant costs associated with realizing those benefits;

•

the financial results of API may be less than estimated by Rubincon in its determination of API’s value;

•

the benefits in liquidity and marketability of Rubincon’s shares may not be realized; and

•

sales of shares of Rubincon common stock by stockholders who have not historically held Rubincon common stock and do not want to hold Rubincon common stock will depress the price of Rubincon common stock for a significant period of time.

The foregoing discussion describes the material information and factors considered by the Rubincon board of directors. In view of the variety of factors considered in connection with its evaluation of the transaction, the Rubincon board of directors did not find it practicable or necessary to and did not quantify or otherwise assign relative weights or values to the specific factors considered in reaching its determination.

The Rubincon board of directors viewed all of the factors described above, other than those identified under “Potential Risks”, as favorable to its approval and recommendation of the transaction. Although the Rubincon board recognized the matters described under “Potential Risks” as negative factors in its evaluation of the transaction, the Rubincon board concluded that the potential benefits of the transaction substantially outweighed these possible risks, although no assurance can be given in this regard.

API’s Reasons for the Transaction

The API board of directors considered the following material factors in unanimously approving the combination.

Larger Market Capitalization. API expects the combined company to have a larger market capitalization and better access to capital and financial markets.

Greater Liquidity. API expects the shares of the combined company to have a greater public float and liquidity.

Tax Deferral. The structure of the combination allows eligible API shareholders resident in Canada to participate in the combination using a tax deferral but there is no tax deferral available to U.S. holders of API common shares.

Management. API expects the combined company to benefit from the continuity of leadership of the existing directors and senior management from API.

Opportunity to Pursue Nanotechnology. The combination with Rubincon gives API the ability to pursue possible acquisitions or investments in the nanotechnology field or other fields.

Likelihood of Completion of the Transaction. The API board of directors considered the likelihood the transaction would be completed, given the limited approvals necessary for Rubincon to complete the transaction.

Ability to Consider Competing Offers. The combination agreement does not preclude the initiation of competing offers by other potential bidders. If another offer is received by API, the API board may consider and accept it if such consideration is required by applicable law. As of the date of this joint proxy statement, API has not received any competing offers.

Dissent Rights. Under the arrangement, the API shareholders have the right to dissent and receive the fair value of the API shares in cash.

In reaching its determination, the API board of directors also considered and evaluated information presented by the management of API with respect to the transaction. In this regard, the API board considered, among other things:

•

the results and scope of the due diligence review conducted by API’s management with respect to Rubincon; and

•

the terms of the combination agreement and the exchangeable shares, with a view, among other things, to assuring that holding an exchangeable share would be the economic equivalent of holding Rubincon common stock.

Potential Risks to API

API recognized that there are risks associated with the combination with Rubincon. Many of these factors are discussed more fully on page 20 under “Risk Factors,” and include:

•

that some of the potential benefits described above may not be realized;

•

that there may be significant costs associated with realizing those benefits which costs may exceed initial estimates;

•

that the exchange ratio at which API shares are being converted to exchangeable shares or Rubincon common stock did not provide the shareholders of API with an adequate percentage of the combined entities; and

•

the liquidation of a significant number of shares of Rubincon common stock following the consummation of the combination by Rubincon investors who have not previously been able to sell their shares of Rubincon common stock because the market for those shares was not liquid.

The API board realized that there are risks associated with the transaction, including that some of the potential benefits set forth above may not be realized or that there may be significant costs associated with realizing such benefits. The API board also considered factors such as the volatility of API’s stock price and the fact that Rubincon was a shell company possessing as its only asset, a limited amount of cash. These factors are discussed more fully in this joint proxy statement on page 20 under “Risk Factors”. However, the API board believes that the factors in favor of the transaction outweigh the risks and potential disadvantages, although there can be no assurance in this regard.

Based on all of these matters, and such other matters as the members of the API board deemed relevant, the API board unanimously approved the combination agreement.

The foregoing discussion of the information and factors considered and given weight by the API board is not intended to be exhaustive but is believed to include all material factors considered by the API board. In addition, in reaching the determination to approve and recommend the combination agreement, the API board did not assign any relative or specific weights or values to the foregoing factors which were considered, and individual directors may have given differing weights or values to different factors.

Recommendations of the Boards of Directors

Rubincon. The Rubincon board believes that the transaction is fair and in the best interest of Rubincon stockholders. The Rubincon board unanimously recommends that the Rubincon stockholders vote “FOR” the amendment to Rubincon’s certificate of incorporation to change the name of Rubincon to “API Nanotronics Corp.” and authorize the issuance of a share of special voting stock.

API. The API board of directors believes that the transaction is fair and in the best interest of the API shareholders and API optionholders. The API board unanimously recommends that the API shareholders vote “FOR” the arrangement. However, such recommendation should be considered in light of the fact that such directors will directly benefit from the combination of API and Rubincon. See “Interests of Certain Persons in the Transaction” on page 60.

In reaching the conclusions stated above, the boards of directors of Rubincon and API considered a number of factors including certain advantages and disadvantages of proceeding with the transaction. For a discussion of these considerations, See “—Reasons for the Transaction” on page 42.

Transaction Mechanics and Description of Exchangeable Shares

The following is a brief summary description of the material terms of:

•

the arrangement under section 182 of the Business Corporations Act (Ontario) which will give effect to the transaction;

•

the exchangeable share provisions;

•

the form of the support agreement; and

•

the form of voting and exchange trust agreement.

Solely for the purposes of this summary, “Rubincon” refers to Rubincon and a subsidiary of Rubincon, Rubincon Holdings Corp., which is incorporated under the Business Corporations Act (Ontario) (“Rubincon Holdco”), as applicable. This summary is qualified in its entirety by the full text of the documents described above, which are included in Annexes D, E, F and G.

Summary. Pursuant to the arrangement, API shareholders (other than dissenting shareholders) will receive for each share of API: either 10 shares of Rubincon common stock or at the option of API shareholders resident of Canada, 10 exchangeable shares of RVI Sub, which has economic rights (including the right to all dividends) and voting attributes substantially equivalent to those of Rubincon common stock but with effectively no economic or voting rights in RVI Sub; and the right to receive Rubincon common stock at any time in exchange for exchangeable shares on a one-for-one basis.

The following are rights relating to the exchange or redemption of exchangeable shares into Rubincon common stock:

Shareholder Rights to Exchange or Cause Redemption. Rights (which are called exchange put rights and retraction rights) to require an exchange by Rubincon or redemption by RVI Sub of exchangeable shares for Rubincon common stock;

Automatic Rights. Rights (which are referred to in this summary as automatic redemption rights, optional exchange rights, liquidation rights and automatic exchange rights) that automatically, upon the occurrence of specified automatic or triggering events, result in the exchange or redemption of exchangeable shares for Rubincon common stock; and

Rubincon Call Rights. Call rights (which are called retraction call rights, liquidation call rights and redemption call rights) that override the exchangeable shareholder’s rights listed above, granted to Rubincon, permit Rubincon to require an exchange of exchangeable shares for Rubincon common stock with Rubincon if a holder exercises retraction rights or in any circumstance where RVI Sub would otherwise be required to redeem the exchangeable shares.

Rubincon anticipates that it will exercise its call rights, when available, and currently foresees limited, if any, circumstances under which it would not exercise its call rights. Therefore we expect that holders of exchangeable shares will only receive Rubincon common stock through an exchange with Rubincon, as opposed to a redemption by RVI Sub, of exchangeable shares for Rubincon common stock. While the consideration received upon an exchange or a redemption will be the same, the tax consequences would be substantially different. See “Tax Considerations—Canadian Federal Income Tax Considerations to API Shareholders” on page 72.

The Plan of Arrangement

The Arrangement. We will effect the transaction by means of an arrangement of API under the Business Corporations Act (Ontario) in accordance with the plan of arrangement. We have included a copy of the form of the plan of arrangement as Annex D, which is incorporated by reference into this joint proxy statement.

Court Approval of the Arrangement and Consummation of the Transaction. An arrangement of a corporation under Ontario law requires approval by both the Ontario Superior Court of Justice and the shareholders of the subject corporation. Prior to the mailing of this joint proxy statement, API obtained the Interim Order of the Court, which is attached as Annex C, providing for the calling and holding of the API special meeting and other procedural matters.

Subject to the approval of the arrangement by the API shareholders at the API special meeting, the hearing in respect of the Final Order will be scheduled to take place shortly after the SEC has agreed to declare effective Rubincon’s registration statement for common stock to be issued upon an exchange or purchase of exchangeable shares. The hearing on the final notice will be held before the Ontario Superior Court of Justice at the Court House, 393 University Avenue, Toronto, Ontario, Canada. All API shareholders and optionholders who wish to participate or be represented or to present evidence or arguments at that hearing must serve and file a notice of appearance as set out in the Notice of Petition for the Final Order and satisfy any other requirements. At the hearing of the application in respect of the Final Order, the Court will consider, among other things, the fairness and reasonableness of the arrangement. The Court may approve the arrangement as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Assuming the Final Order is granted and the other conditions to the combination agreement are satisfied or waived, it is anticipated that the following will occur substantially simultaneously:

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certificate of arrangement will be filed with the registrar under the Business Corporations Act (Ontario) to give effect to the arrangement;

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the support agreement among RVI Sub, Rubincon Holdco and Rubincon substantially in the form of Annex E and the voting and exchange trust agreement between RVI Sub, Rubincon and Equity Transfer & Trust Company, as trustee, substantially in the form of Annex F will be executed and delivered; and

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the various other documents necessary to give effect to the transaction will be executed and delivered.

Subject to the foregoing, we presently anticipate that the transaction will become effective during the fourth quarter of 2006.

Rights Relating to the Exchange or Redemption of Exchangeable Shares

Shareholder Rights to Receive Rubincon Common Stock. Rubincon will grant the exchange put right described below to Equity Transfer & Trust Company, as trustee, for the benefit of the holders of the exchangeable shares. The holders of exchangeable shares also have the right to retract (i.e., require RVI Sub to redeem, subject to Rubincon’s retraction call rights) any or all of their exchangeable shares.

Exchange Put Right. A holder of exchangeable shares is entitled to require Rubincon to purchase all or any part of the holder’s exchangeable shares (which right is called an exchange put right), provided that, upon the exercise of such right, Rubincon may, at its option cause Rubincon Holdco to purchase such shares for the purchase price consisting of the number of shares of Rubincon common stock equal to the number of retracted exchangeable shares, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share. A holder of exchangeable shares may exercise the exchange put right by:

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presenting written notice to the trustee;

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presenting and surrendering a certificate or certificates representing the exchangeable shares the holder desires to have Rubincon exchange; and

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presenting all other documents and instruments as may be required to effect a transfer of exchangeable shares as provided in the voting and exchange trust agreement among Rubincon, RVI Sub and Equity Transfer & Trust Company, as trustee.

These certificates and documents must be provided to the trustee’s principal offices in Toronto, Ontario. An exchange pursuant to this right will be completed not later than the close of business on the third business day following receipt by the trustee of the notice, the certificates and other required documents.

Retraction Rights. Subject to applicable law and the retraction call right of Rubincon which, if exercised by Rubincon (through Rubincon Holdco) shall be binding on the holder of exchangeable shares, holders of the exchangeable shares are entitled at any time to retract (i.e., to require RVI Sub to redeem) any or all exchangeable shares owned by them and to receive an equivalent number of shares of Rubincon common stock plus the equivalent amount of all Rubincon dividends, payable and unpaid, if any, subject to the retraction call right of Rubincon described below. Holders of exchangeable shares may effect a retraction by presenting certificates representing the number of exchangeable shares the holder desires to retract to RVI Sub or the trustee, together with a duly executed retraction request:

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specifying the number of exchangeable shares the holder desires to retract;

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stating the retraction date on which the holder desires to have RVI Sub redeem such shares, which must be a business day between five and ten business days from the date of delivery of the request; and

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acknowledging the retraction call right of Rubincon to purchase all but not less than all the retracted shares directly from the holder and that the retraction request will be deemed to be a revocable offer by the holder to sell the retracted shares to Rubincon in accordance with the retraction call right on the terms and conditions described below.

When a holder of exchangeable shares exercises its retraction rights, Rubincon (through Rubincon Holdco) will have an overriding right, a retraction call right, to purchase on the date of retraction all but not less than all of the retracted exchangeable shares for the purchase price consisting of the number of shares of Rubincon common stock equal to the number of retracted exchangeable shares, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share. In order to exercise its retraction call right, Rubincon must notify RVI Sub of its determination to do so within two business days of Rubincon receiving the exchangeable shareholder’s retraction request. If Rubincon delivers the call notice within two business days, and provided that the retraction request is not revoked by the holder in the manner described below, RVI Sub will not redeem the retracted shares and Rubincon (through Rubincon Holdco) will purchase from the holder and the holder will sell to Rubincon (through Rubincon Holdco) on the retraction date the retracted shares. In the event that Rubincon does not deliver to RVI Sub a call notice within the two business days period, and provided that the retraction request is not revoked by the holder in the manner described below, RVI Sub will redeem the retracted shares on the retraction date.

A holder of retracted shares may, by notice in writing given by the holder to RVI Sub before the close of business on the business day immediately preceding the date specified by the holder as the retraction date,

withdraw its retraction request. If the retraction request is withdrawn, the revocable offer constituted by the retraction request to sell the retracted shares to Rubincon will be deemed to have been revoked.

If, as a result of liquidity or solvency requirements or other provisions of applicable law, RVI Sub is not permitted to redeem all exchangeable shares tendered by a retracting holder, RVI Sub will redeem only those exchangeable shares tendered by the holder as would be permitted by applicable law. The holder of any exchangeable shares not redeemed by RVI Sub as a consequence of such applicable law or purchased by Rubincon, will be deemed to have required Rubincon to purchase the unretracted shares in exchange for an equal number of shares of Rubincon common stock, plus the equivalent amount of all dividends then payable and unpaid, if any, on the retraction date or as soon as practicable thereafter pursuant to the exchange right provided for in the voting and exchange trust agreement described below.

Shareholder Automatic Rights to Receive Rubincon Common Stock

Redemption of Exchangeable Shares. Subject to applicable law and the redemption call rights of Rubincon described below, on an automatic redemption date, described below, RVI Sub will redeem all but not less than all of the then outstanding exchangeable shares in exchange for an equal number of shares of Rubincon common stock, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any. Notwithstanding any proposed redemption of the exchangeable shares, Rubincon will, pursuant to the redemption call rights (as described below), have the overriding right to acquire on an automatic redemption date all but not less than all of the outstanding exchangeable shares in exchange for one share of Rubincon common stock for each exchangeable share, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any.

An automatic redemption date is the first to occur of:

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the date selected by the RVI Sub board (but no earlier than the tenth anniversary of the effective date of the arrangement);

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the date selected by the RVI Sub board (but no earlier than the third anniversary of the effective date of the arrangement) at a time when less than 10% of the number of exchangeable shares issuable on the effective date of the arrangement are outstanding (other than exchangeable shares held by Rubincon and entities controlled by Rubincon);

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the business day prior to the record date for any meeting or vote of the RVI Sub shareholders to consider any matter on which the holders of exchangeable shares would be entitled to vote as RVI Sub shareholders, but excluding any meeting or vote as described in the clause immediately below;

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the business day following the day on which the holders of exchangeable shares fail to take the necessary action at a meeting or other vote of holders of exchangeable shares, if and to the extent such action is required, to approve or disapprove, as applicable, any change to, or in the rights of the holders of, exchangeable shares, if the approval or disapproval, as applicable, of such change would be required to maintain the economic and legal equivalence of the exchangeable shares and the Rubincon common stock.

At least 45 days before an automatic redemption date or before a possible automatic redemption date which may result from a failure of holders of exchangeable shares to take necessary action as described above, RVI Sub shall provide the registered holders of exchangeable shares with written notice of the proposed redemption or possible redemption of the exchangeable shares by RVI Sub or the purchase of such exchangeable shares pursuant to Rubincon’s redemption call right. In the case of any notice given in connection with a possible automatic redemption date, such notice will be given contingently and will be withdrawn if the contingency does not occur.

Rubincon Holdco will have an overriding right to purchase on the date of redemption all but not less than all of the exchangeable shares then outstanding for the purchase price consisting of the number of shares of

Rubincon common stock equal to the number of retracted exchangeable shares, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share. Upon the exercise of such right by Rubincon Holdco, holders will be obligated to sell their exchangeable shares to Rubincon Holdco.

Optional Exchange Right. Upon the occurrence and during the continuance of a RVI Sub insolvency event, described below, a holder of exchangeable shares will be entitled to instruct the trustee to exercise the right, which we refer to as the optional exchange right, with respect to any or all of the holder’s exchangeable shares, thereby requiring Rubincon to acquire the exchangeable shares from the holder. Immediately upon the occurrence of a RVI Sub insolvency event or any event which may, with the passage of time or the giving of notice, become a RVI Sub insolvency event, RVI Sub and Rubincon will give written notice to the trustee. The trustee will then promptly notify each holder of exchangeable shares of the event or potential event and will advise the holder of its rights with respect to the optional exchange right. The consideration for each exchangeable share to be acquired under the optional exchange right will be one share of Rubincon common stock plus the equivalent amount of all Rubincon dividends, then payable and unpaid, if any.

“RVI Sub insolvency event” means:

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the institution by RVI Sub of, or the consent of RVI Sub to the institution of, any proceeding for RVI Sub to be adjudicated bankrupt or insolvent or to be dissolved or wound-up, or the filing of a petition, answer or consent seeking dissolution or winding-up under bankruptcy, insolvency or analogous laws;

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the failure of RVI Sub to contest in good faith any such proceeding commenced against it within 15 days of becoming aware of the proceeding;

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the consent of RVI Sub to the filing of any such petition or appointment of a receiver;

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the making by RVI Sub of a general assignment for the benefit of creditors, or the admission in writing of its inability to pay its debts generally as they become due; or

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RVI Sub’s not being permitted, pursuant to liquidity or solvency requirements of applicable law, to redeem any exchangeable shares pursuant to a retraction request.

If, as a result of liquidity or solvency requirements or other provisions of applicable law, RVI Sub is not permitted to redeem all of the exchangeable shares tendered for retraction by a holder in accordance with the exchangeable share provisions as described under “—Retraction Rights” above, the holder will be deemed to have exercised the optional exchange right with respect to the unredeemed exchangeable shares, and Rubincon will be required to purchase such shares from the holder in the manner described above under “Optional Exchange Right.”

Liquidation Right. Subject to Rubincon’s liquidation call right described below, in the event of the liquidation, dissolution or winding-up of RVI Sub or any other distribution of assets of RVI Sub among its shareholders for the purpose of winding-up its affairs, the holders of exchangeable shares will be entitled to receive for each exchangeable share one share of Rubincon common stock, together with the equivalent amount of all Rubincon dividends then payable and unpaid, if any.

Automatic Exchange Right. In the event of a Rubincon liquidation event described below, Rubincon will be deemed to have purchased each outstanding exchangeable share and each holder of exchangeable shares will be deemed to have sold the exchangeable shares held by it immediately prior to such liquidation event on the basis of one share of Rubincon common stock, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share.

“Rubincon liquidation event” means:

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any determination by the Rubincon board of directors to institute voluntary liquidation, dissolution or winding-up proceedings with respect to Rubincon or to effect any other distribution of assets of Rubincon among its stockholders for the purpose of winding-up its affairs; or

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the earlier of receipt of notice of and Rubincon’s otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceeding with respect to the involuntary liquidation, dissolution or winding-up of Rubincon or to effect any other distribution of assets of Rubincon among its stockholders for the purpose of winding-up its affairs.

Rubincon Call Rights. In the circumstances described below, Rubincon will have overriding rights to acquire exchangeable shares from holders by delivering one share of Rubincon common stock, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share acquired. Different Canadian federal income tax consequences to a holder of exchangeable shares and to RVI Sub may arise depending upon whether the call rights are exercised by Rubincon or whether the relevant exchangeable shares are redeemed by RVI Sub pursuant to the exchangeable share provisions. See “Tax Considerations—Canadian Federal Income Tax Considerations to API Shareholders” on page 73.

Liquidation Call Right. Rubincon shall have an overriding liquidation call right, in the event of and notwithstanding a proposed liquidation, dissolution or winding-up of RVI Sub or any other distribution of the assets of RVI Sub among its shareholders for the purpose of winding-up its affairs, to acquire all, but not less than all, of the exchangeable shares then outstanding in exchange for one Rubincon common stock, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any for each exchangeable share. Upon the exercise by Rubincon of the liquidation call right, the holders of the exchangeable shares will be obligated to transfer their shares to Rubincon. The acquisition by Rubincon of all of the outstanding exchangeable shares upon the exercise of the liquidation call right will occur on the effective date of the voluntary or involuntary liquidation, dissolution or winding-up of RVI Sub.

Redemption Call Right. Rubincon shall have an overriding redemption call right to acquire on an automatic redemption date all, but not less than all, of the exchangeable shares then outstanding in exchange for one Rubincon common stock, plus the equivalent amount of all Rubincon dividends then payable and unpaid, if any, for each exchangeable share and, upon the exercise by Rubincon of the redemption call right, the holders of the exchangeable shares will be obligated to transfer their shares to Rubincon.

Effect of Call Right Exercise. If Rubincon exercises one or more of its call rights, it will directly issue Rubincon common stock to holders of exchangeable shares and will become the holder of the exchangeable shares. Rubincon will not be entitled to exercise any voting rights attached to the exchangeable shares it so acquires. If Rubincon declines to exercise its call rights when applicable, it will be required to issue Rubincon common stock as RVI Sub directs, including to RVI Sub, which will, in turn, transfer the stock to the holders of exchangeable shares in consideration for the return and cancellation of the exchangeable shares. In the event Rubincon does not exercise its call rights when applicable and instead delivers Rubincon common stock as RVI Sub directs, the consideration received by holders of the exchangeable shares would be the same, while the Canadian tax consequences will be substantially different. See “Tax Considerations—Canadian Federal Income Tax Considerations to API Shareholders” on page 73. However, Rubincon anticipates that it will exercise its call rights, when available, and currently foresees limited, if any, circumstances under which it would not exercise its call rights. In addition, Rubincon does not anticipate any restriction or limitation on the number of exchangeable shares it would acquire upon the exercise of its call rights.

Adjustments. The exchangeable shares are subject to adjustment or modification in the event of a stock split or other changes to the capital structure of Rubincon so as to maintain the initial one-to-one ratio between the exchangeable shares and Rubincon common stock.

Tax Election. The transaction is structured to provide a Canadian tax deferral for most API shareholders that are Canadian residents. API shareholders who are Canadian residents may be entitled to make an income tax election pursuant to section 85 of the Canadian Tax Act with respect to the transfer of their API common shares to RVI Sub so as to obtain a tax deferral. See “Tax Considerations—Canadian Federal Income Tax Considerations to API Shareholders” on page 73.

Stock Options. Pursuant to the arrangement, after the final order approving the Plan of Arrangement, each option to purchase API common shares granted under API’s employee stock option plan will be exchanged for 10 options to purchase one whole share of Rubincon common stock at an exercise price per share of Rubincon common stock equal to the exercise price per share of such option divided by 10. Such options will vest in accordance with the terms of Rubincon’s employee stock option plan or other controlling agreement. The obligations of API under the exchanged options will be assumed by Rubincon and Rubincon will be substituted for API. The term, expiration date, exercisability and all other terms and conditions of the converted options will be otherwise unchanged.

Special Voting Stock. The transaction will also include the issuance by Rubincon of one share of special voting stock, to Equity Transfer & Trust Company, the trustee under the voting and exchange trust agreement. This special voting share will allow holders of exchangeable shares to vote as if they were Rubincon stockholders. See “Information About the Share Capital of Rubincon and RVI Sub—Rubincon Share Capital—Common and Special Voting Stock Description” on page 61 and “—Voting and Exchange Trust Agreement” below.

Letter of Transmittal. With this joint proxy statement, we have sent to each API shareholder an API letter of transmittal. For the holder to receive the exchangeable share certificates or Rubincon common stock certificates for API common share certificates, a holder must complete, sign and return the letter of transmittal, together with the certificates for API shares. See “—Procedures for Transfer of Share Certificates by API Shareholders and Options by API Optionholders” on page 57.

Voting and Exchange Trust Agreement. The following is a summary description of the material provisions of the voting and exchange trust agreement among Rubincon, RVI Sub and Equity Transfer & Trust Company, as trustee, and is qualified in its entirety by reference to the full text of the voting and exchange trust agreement, the form of which we have included as Annex G. For purposes of this summary, “Rubincon” refers to Rubincon and to Rubincon Holdco, as appropriate.

Voting Rights. In accordance with the voting and exchange trust agreement, the arrangement will include the issuance by Rubincon of one share of special voting stock to Equity Transfer & Trust Company, the trustee under the voting and exchange trust agreement, for the benefit of the holders (other than Rubincon and its subsidiaries) of the exchangeable shares. The special voting stock will carry a number of votes, exercisable at any meeting at which Rubincon stockholders are entitled to vote, equal to the number of outstanding exchangeable shares (other than shares held by Rubincon and its subsidiaries). With respect to any written consent sought from the Rubincon stockholders, each vote attached to the special voting stock will be exercisable in the same manner as set forth above.

Each holder of an exchangeable share on the record date for any meeting at which Rubincon stockholders are entitled to vote will be entitled to instruct the trustee to exercise one of the votes attached to the special voting stock for such exchangeable share. The trustee will exercise each vote attached to the special voting stock only as directed by the relevant holder and, in the absence of instructions from a holder as to voting, will not exercise such votes. If a holder either has not previously given the trustee voting instructions with respect to the meeting or submits to the trustee written revocation of such previous instructions, a holder may, upon instructing the trustee, obtain a proxy from the trustee entitling the holder to vote directly at the relevant meeting the votes attached to the special voting stock to which the holder is entitled.

The trustee will send to the holders of the exchangeable shares the notice of each meeting at which the Rubincon shareholders are entitled to vote, together with the related meeting materials and a statement as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the special voting stock, at the same time as Rubincon sends such notice and materials to the Rubincon stockholders. The trustee will also send to the holders of exchangeable shares copies of all information statements, interim and annual financial statements, reports and other materials sent by Rubincon to the Rubincon stockholders at the same time as such

materials are sent to the Rubincon stockholders. To the extent such materials are provided to the trustee by Rubincon, the trustee will also send to the holders of exchangeable shares all materials sent by third parties to Rubincon stockholders, including dissident proxy circulars and tender and exchange offer circulars, as soon as possible after such materials are first sent to Rubincon stockholders.

All rights of a holder of exchangeable shares to exercise votes attached to the special voting stock will cease upon the exchange of all such holder’s exchangeable shares for shares of Rubincon common stock.

With the exception of administrative changes, for the purpose of adding covenants for the protection of the holders of the exchangeable shares, making necessary amendments or curing ambiguities or clerical errors (in each case provided that the board of directors of each of Rubincon and RVI Sub and the trustee and its counsel are of the opinion that such amendments are not prejudicial to the interests of the holders of the exchangeable shares), the voting and exchange trust agreement may not be amended without the approval of the holders of the exchangeable shares.

Exchange Put Right, Optional Exchange Right and Automatic Exchange Right. The voting and exchange trust agreement provides for the exchange put right, the optional exchange right and the automatic exchange right.

Support Agreement. The following is a summary description of the material provisions of the support agreement and is qualified in its entirety by reference to the full text of the support agreement, the form of which we have included as Annex E.

Under the support agreement, Rubincon will agree that so long as any exchangeable shares are outstanding it will:

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not declare or pay dividends on the Rubincon common stock unless RVI Sub is able to and simultaneously pays an equivalent dividend on the exchangeable shares;

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cause RVI Sub to declare and pay an equivalent dividend on the exchangeable shares simultaneously with Rubincon’s declaration and payment of dividends on the Rubincon common stock;

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advise RVI Sub in advance of the declaration of any dividend on the Rubincon common stock and ensure that the declaration date, record date and payment date for dividends on the exchangeable shares are the same as that for the Rubincon common stock;

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ensure that the record date for any dividend declared on Rubincon common stock is not less than ten business days after the declaration date for such dividend;

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take all actions and do all things necessary to ensure that RVI Sub or Rubincon Holdco, as the case may be, is able to provide to the holders of the exchangeable shares the equivalent number of shares of Rubincon common stock in the event of a liquidation, dissolution, or winding-up of RVI Sub or any other distribution of the assets of RVI Sub for the purpose of winding-up its affairs, a retraction request by a holder of exchangeable shares, or a redemption of exchangeable shares of RVI Sub;

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not vote or otherwise take any action or omit to take any action causing the liquidation, dissolution or winding-up of RVI Sub;

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not take any action that, or omit to take any action the omission of which (i) is designed to result in the liquidation, dissolution or winding up of RVI Sub, or (ii) would result in a meeting of RVI Sub shareholders other than a meeting relating to certain changes required to maintain the economic and legal equivalence of the exchangeable shares and the Rubincon common stock; and

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use its best efforts to ensure that a meeting of RVI Sub shareholders is not held other than a meeting relating to certain changes required to maintain the economic and legal equivalence of the exchangeable shares and the Rubincon common stock.

The support agreement will also provide that Rubincon will not (i) distribute additional shares of Rubincon common stock or rights to subscribe therefor or other property or assets to all or substantially all holders of shares of Rubincon common stock, unless Rubincon or RVI Sub is permitted under applicable law to, and does, distribute the economic equivalent simultaneously to the holders of exchangeable shares; or (ii) make any changes (either by subdivision, combination or otherwise) to the outstanding Rubincon common shares which would result in a greater or lesser number of Rubincon common shares or make any other changes or effect any mergers or other transactions involving or affecting the Rubincon common shares, unless Rubincon or RVI Sub is permitted under applicable law to, and effects simultaneous to such changes, the same or economically equivalent changes to the exchangeable shares.

Rubincon has further agreed that in the event a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to the Rubincon common stock is proposed by Rubincon or is proposed to Rubincon or its stockholders and is recommended by the Rubincon board, Rubincon, in good faith, shall take all actions as are necessary to permit the holders of the exchangeable shares to participate in such transaction to the same extent and on an equivalent basis as the holders of Rubincon common stock.

Rubincon has agreed that as long as there remain outstanding exchangeable shares not owned by Rubincon or any entity controlled by Rubincon, Rubincon will remain the beneficial owner of all outstanding common shares of RVI Sub. Notwithstanding this agreement, Rubincon will not violate this agreement if any person or group of persons acting jointly or in concert acquires Rubincon common stock pursuant to a merger and Rubincon is not the survivor.

With the exception of administrative changes for the purpose of adding covenants for the protection of the holders of the exchangeable shares, making necessary amendments or curing ambiguities or clerical errors (in each case provided that the board of directors of each of Rubincon and RVI Sub is of the opinion that such amendments are not prejudicial to the interests of the holders of the exchangeable shares), the support agreement may not be amended without the approval of the holders of the exchangeable shares.

Under the support agreement, Rubincon has agreed not to exercise any voting rights attached to the exchangeable shares owned by it or any entity controlled by it on any matter considered at meetings of holders of exchangeable shares (including any approval sought from such holders in respect of matters arising under the support agreement).

In order to assist Rubincon to comply with its obligations under the support agreement, RVI Sub must notify Rubincon of the occurrence of the following and other events:

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the determination by the RVI Sub board to take any action which would require the approval of the holders of exchangeable shares;

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immediately, upon the earlier of (i) receipt by RVI Sub of notice of, and (ii) RVI Sub otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of RVI Sub or to effect any other distribution of assets of RVI Sub for the purpose of winding-up its affairs;

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RVI Sub’s receipt of a retraction request from a holder of exchangeable shares;

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at least 45 days prior to the determination by the RVI Sub board of a date for the automatic redemption of the exchangeable shares;

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at least 30 days prior to the liquidation, dissolution or winding-up of RVI Sub or the distribution of the assets of RVI Sub for the purpose of winding-up its affairs; and

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as soon as practicable upon the issuance by RVI Sub of any exchangeable shares or rights to acquire exchangeable shares.

Delivery of Rubincon Common Stock

Rubincon will ensure that all shares of Rubincon common stock to be delivered by it under the support agreement or upon the exercise of the rights granted to the trustee under the voting and exchange trust agreement are duly registered, qualified or approved under applicable Canadian and United States securities laws, if required, so that such shares may be freely traded by the holder thereof (other than any restriction on transfer by reason of a holder being a “control person” of Rubincon for purposes of Canadian law or an affiliate of Rubincon for purposes of U.S. law). In addition, Rubincon will take all actions necessary to cause all such shares of Rubincon common stock to be listed or quoted for trading on all stock exchanges or quotation systems on which outstanding shares of Rubincon common stock are then listed or quoted for trading.

The Combination Agreement

The following is a summary of the material terms of the combination agreement. This summary is qualified in its entirety by reference to the combination agreement, the complete text of which we have included as Annex B to this joint proxy statement.

Exchange Ratio. Under the terms of the combination agreement, if the transaction is completed, each holder of API common shares will receive 10 shares of Rubincon common stock for each API common share, or at the option of Canadian API shareholders 10 rechargeable shares of RVI Sub. Each exchangeable share will have economic and voting rights equivalent, to the extent applicable, to one share of Rubincon common stock and will be exchangeable at any time for one share of Rubincon common stock.

Conditions to Closing. The combination agreement provides that the respective obligations of each party to complete the transaction are subject to a number of conditions, including the following material conditions:

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approval by the API shareholders of the plan of arrangement and approval by the Rubincon stockholders of the amendment to Rubincon’s certificate of incorporation changing its name and authorizing the issuance of a share of Rubincon special voting stock in connection with the transaction;

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receipt of all consents, including the Final Order of the Ontario Superior Court of Justice and any other regulatory approvals legally required for the consummation of the transaction;

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there being no decree or ruling or statute, rule, regulation or order threatened, enacted, entered or enforced by any governmental agency that prohibits or renders illegal the consummation of the transaction;

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there being no temporary restraining order, preliminary injunction, permanent injunction or other order preventing the consummation of the transaction nor any pending proceeding seeking any of the foregoing;

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the representations and warranties of the parties being true and correct in all material respects; and

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the parties having performed in all material respects all agreements and covenants to be performed by them under the combination agreement.

Covenants. Under the combination agreement Rubincon and API have agreed to a number of covenants, including the following:

Consents and Approvals. The parties have agreed to apply for and use their reasonable best efforts to obtain all court, regulatory and other consents and approvals required for the consummation of the transaction, and to use their reasonable best efforts to effect the transactions contemplated by the combination agreement;

Interim Operations of API and Rubincon. Until the earlier of the termination of the combination agreement or the consummation of the arrangement, API has agreed that it will operate its business only in the usual, regular and ordinary manner and to the extent consistent with such operation, use all commercially reasonable efforts to

preserve intact its present business organization and to consummate the transaction except that API is allowed to continue to acquire other companies. The agreement requires that Rubincon remain a shell corporation. Each party has agreed to refrain from taking any action which would be reasonably likely to prevent or materially delay the consummation of the transaction; and

No Solicitation. Until the termination of the combination agreement, each of API and Rubincon will not, and it will not authorize or permit any of its officers, directors, employees, financial advisors, shareholders, representatives and agents, to directly or indirectly, solicit, initiate or encourage (including by way of furnishing information) or participate in or take any other action to facilitate any inquiries or the making of any proposal which constitutes or may reasonably be expected to lead to an acquisition proposal from any person, or engage in any discussions, negotiations or inquiries relating thereto. Notwithstanding the foregoing, each of API or Rubincon may engage in discussions or negotiations with a third party who seeks to initiate such discussions or negotiations and furnish such third party information concerning either company and its business, properties and assets which has previously been provided to the other party, if, and only to the extent that:

•

the board of directors of the recipient of such proposal, after consultation with legal counsel, determines in good faith that such action is required or may reasonably be required for the board of directors of such recipient of such proposal to comply with its duties imposed by applicable law;

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prior to furnishing such information to such person or entity, the recipient of such proposal provides written notice to the other party to the combination agreement to the effect that the recipient of such proposal is furnishing information to, or entering into discussions or negotiations with, such person or entity;

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prior to furnishing such information to such person or entity, the recipient of such proposal receives from such person or entity an executed confidentiality agreement with terms similar to the collective confidentiality terms between API and Rubincon; and

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the recipient of such proposal keeps the other party to the combination agreement informed, on a current basis, of the status of any such discussions or negotiations.

Termination. The combination agreement may be terminated by mutual agreement of the parties at any time prior to the effective time. Also, either party may terminate the combination agreement prior to the effective time if:

•

the other party has breached any representation, warranty, covenant or agreement contained in the combination agreement or if any representation or warranty of the other party shall have become untrue, and the breach has been materially adverse to the terminating party, and such breach has not been, or cannot be cured within 30 days after written notice;

•

all conditions for closing the transaction have not been satisfied or waived by December 31, 2006 (other than as a result of a breach by the terminating party);

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any required approval of the API shareholders or Rubincon stockholders has not been obtained; or

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holders of more than 10% of API’s common shares have indicated an intention to exercise dissenters rights under the Business Corporations Act (Ontario).

Upon termination of the combination agreement in accordance with its terms, neither party nor its respective officers or directors shall have any further liability under the agreement except the confidentiality provision of the combination agreement will survive any termination. However, neither party will be released from any liability arising from the willful breach by that party of the combination agreement.

Representations and Warranties. The combination agreement contains certain customary representations and warranties of each of API and Rubincon relating to, among other things:

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the parties’ organization, capital structures and qualification;

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required consents;

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periodic securities reports and financial information;

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liabilities and litigation;

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employee matters;

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taxes;

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absence of defaults;

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compliance with necessary regulatory or governmental authorities; and

•

authority to enter into the combination agreement and to consummate the transaction.

Dissenting Shareholders’ Rights

Under Delaware law, holders of Rubincon common stock will not have appraisal or dissenters’ rights relating to the transaction.

The following description of the rights of dissenting holders of API common shares is not a comprehensive statement of procedures to be followed by a dissenting shareholder who seeks payment of the fair value of API common shares and is qualified in its entirety by the Interim Order and Section 185 of the Business Corporations Act (Ontario) which we have included as Annexes C and H, respectively, to this joint proxy statement. Holders of options to acquire API shares will not have dissent rights. A shareholder who intends to exercise the right of dissent and appraisal should carefully consider and comply with the provisions of Section 185 as modified by the Interim Order and should seek their own legal advice. Failure to comply with the provisions of Section 185 as modified by the Interim Order and to adhere to the procedures established therein may result in the loss of all rights thereunder.

The Court hearing the application for the Final Order has the discretion to alter the rights of dissent described herein based on the evidence presented at such hearing.

Under the Interim Order, registered holders of API common shares are entitled, in addition to any other right they may have, to dissent and to be paid by API the fair value of the API common shares held by them, determined as of the close of business on the last business day before the day on which the resolution from which they dissented was adopted. A shareholder may dissent only with respect to all of the shares held by the shareholder or on behalf of any one beneficial owner and registered in the dissenting shareholder’s name.

Only registered shareholders may dissent. Beneficial owners of API common shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that they may only do so through the registered owner of such shares. A registered holder such as a broker who holds API common shares as nominee for beneficial owners, some of whom may desire to demand appraisal, must exercise dissent rights on behalf of such beneficial owners with respect to the shares held for such beneficial owners. In such case, the demand for appraisal should set forth the number of API common shares covered by it.

A dissenting holder of API common shares must send to API a written objection to the resolution in respect of the arrangement, which written objection must be received by the Chairman of API or the chairman of the API special meeting at or before the API special meeting. An application may be made to the Court to fix the fair value of the dissenting shareholder’s API common shares after the effective date of the transaction. If an application to the Court is made by either API or a dissenting shareholder, API must, unless the Court otherwise orders, send to each dissenting shareholder a written offer to pay such holder an amount considered by the API board to be the fair value of the API common shares. The offer, unless the Court otherwise orders, will be sent to each dissenting shareholder at least 10 days before the date on which the application is returnable, if API is the

applicant, or within 10 days after API is served with notice of the application, if a shareholder is the applicant. The offer will be made on the same terms to each dissenting holder of API common shares and will be accompanied by a statement showing how the fair value was determined.

A dissenting holder of API common shares may make an agreement with API for the purchase of the holder’s API common shares in the amount of API’s offer (or otherwise) at any time before the Court pronounces an order fixing the fair value of the API common shares. A dissenting shareholder is not required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application or appraisal. On the application, the court will make an order fixing the fair value of the API common shares of all dissenting shareholders who are parties to the application, giving judgment in that amount against API and in favor of each of those dissenting shareholders and fixing the time within which API must pay that amount payable to the dissenting shareholders. The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder calculated from the date on which the shareholder ceases to have any rights as a shareholder until the date of payment.

After the arrangement becomes effective, or after an agreement between API and the dissenting holder of API common shares is made, or upon the pronouncement of a court order, whichever first occurs, the dissenting shareholder will cease to have any rights as a shareholder other than the right to be paid the fair value of the API common shares in the amount agreed between API and the dissenting shareholder or in the amount of the judgment as the case may be. Until one of these events occurs, the shareholder may withdraw his dissent, or API may rescind the resolution in respect of the arrangement and, in either event, the dissent and appraisal proceedings in respect of that shareholder will be discontinued.

The combination agreement provides that it is a condition to the obligations of Rubincon and API to complete the arrangement that holders of not more than 10% of the issued and outstanding API common shares exercise their right of dissent as described above.

Anticipated Accounting Treatment

Business Combination Costs

The combined estimated fees, costs and expenses of Rubincon and API in connection with the combination, including, without limitation, filing fees, legal and accounting fees and printing and mailing costs are anticipated to be approximately US$750,000. These non-recurring costs, which are subject to change, will be charged to equity in the quarter in which the transaction is consummated.

Procedures for Transfer of Share Certificates by API Shareholders and Options by API Optionholders

API Shareholders. We have mailed to each registered API shareholder with this proxy statement an API letter of transmittal that, when duly completed and returned together with a certificate for API common

shares, will allow you to receive certificates for the number of Rubincon common stock, or at a Canadian shareholder’s option, exchangeable shares of RVI Sub, equal to the number of API common shares you hold multiplied by 10. See “—Transaction Mechanics and Description of Exchangeable Shares” on page 45. A Canadian API shareholder who wishes to receive exchangeable shares rather than Rubincon common stock may do so by checking the applicable boxes on the API letter of transmittal. API shareholders are urged to send the API letter of transmittal with their certificates representing API common shares to Equity Transfer & Trust Company as soon as possible.

Any use of the mails to transmit a certificate for API common shares and a related API letter of transmittal is at the risk of the API shareholder. If these documents are mailed, it is recommended that registered mail, with return receipt requested, properly insured, be used.

If the transaction is completed, certificates representing the appropriate number of exchangeable shares or Rubincon common stock issuable to a former API shareholder who has complied with the procedures set out above, will, as soon as practicable after the completion of the transaction, be forwarded to the holder at the address specified in the API letter of transmittal by first class mail or made available at the offices of Equity Transfer & Trust Company for pickup by the holder, if requested by the holder in the API letter of transmittal. If the combination agreement is terminated, or if an API shareholder requests, certificates for API common shares will be returned to the depositor.

Where a certificate for API common shares has been destroyed, lost or mislaid, the registered holder of that certificate should immediately contact Equity Transfer & Trust Company regarding the issuance of a replacement certificate.

API Optionholders. Pursuant to the arrangement which will give effect to the transaction, each outstanding option to acquire API common shares will be automatically exchanged for an option to acquire 10 shares of Rubincon common stock at an exercise price equal to its current exercise price divided by 10, expressed in U.S. dollars, without any action on the part of the API optionholders. Promptly after the transaction becomes effective, Rubincon will notify each API optionholder of all relevant information and supply them with appropriate documentation of their new options.

Listings

No established market existed for Rubincon’s common stock until shortly before the transaction with API was announced. During February 2006, Rubincon sold 5,000,000 shares of its common stock for US$1.00 per share in a private placement transaction. Since November, 2005, Rubincon common stock has been qualified for trading on the OTCBB. However, only one trade occurred between then and March 7, 2006 when daily trading commenced. On March 27, 2006, the last full trading day for Rubincon and API before the public announcement of the transaction, the high and low trade price for Rubincon common stock were US$1.54 and US$1.30, respectively on the OTCBB, on a volume of 73,100 shares.

Regulatory Matters

We do not expect that any regulatory approvals, filings or any regulatory filings will delay consummation of the transaction.

Resales of Exchangeable Shares and Rubincon Common Stock Received in the Transaction

United States. The issuance of exchangeable shares to Canadian holders of API common shares will not be registered under the Securities Act of 1933, as amended (United States). The exchangeable shares will be issued in reliance upon the exemption available pursuant to Section 3(a)(10) of the Securities Act of 1933. Section 3(a)(10) exempts securities issued in exchange for one or more outstanding securities from the general

requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Ontario Superior Court of Justice is authorized to conduct a hearing to determine the fairness of the terms and conditions of the arrangement, including the proposed issuance of securities in exchange for other outstanding securities. The Ontario Superior Court of Justice entered the Interim Order on July 19, 2006 and supplemented it on August 3, 2006 and, subject to the approval of the arrangement by API shareholders, a hearing on the fairness of the arrangement will be held shortly after the SEC has indicated that it will declare effective Rubincon’s registration to register its common stock to be issued upon an exchange or purchase of exchangeable shares. See “The Plan of Arrangement—Court Approval of the Arrangement and Consummation of the Transaction” on page 46. Based upon advice of U.S. counsel, Rubincon and API believe that the issuance by RVI Sub of the exchangeable shares in exchange for the API common shares is exempt under Section 3(a)(10) of the Securities Act of 1933.

The shares of Rubincon common stock issuable upon the exchange of exchangeable shares will be freely transferable under U.S. federal securities laws, except by persons who are affiliates of API prior to the transaction. Shares held by API affiliates may be resold only in transactions permitted by Rule 901 in combination with Rule 903 or Rule 904 of Regulation S under the Securities Act of 1933, the resale provisions of Rule 145(d)(1), (2), or (3) under the Securities Act of 1933 or as otherwise permitted under the Securities Act of 1933. Rule 145(d)(1) generally provides that affiliates of API may not sell securities of Rubincon received pursuant to the transaction unless pursuant to an effective registration statement or the volume, current public information and manner of sale limitations of Rule 144. These limitations generally require that any sales made by an affiliate in any three-month period not exceed the greater of 1% of the outstanding shares of Rubincon or the average weekly trading volume over the four calendar weeks preceding the placement of the sell order and that sales be made in unsolicited, open market “broker transactions.” Rules 145(d)(2) and (3) generally provide that these limitations lapse for non-affiliates (including persons who were affiliates, but ceased to be affiliates at some point) of Rubincon after a period of one or two years, depending upon whether information continues to be publicly available with respect to Rubincon.

Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Rubincon has agreed that it will file and maintain the effectiveness of the necessary registration statements covering the issuance of the Rubincon common stock from time to time in exchange for the exchangeable shares. Until this registration statement is declared effective, the transaction will not close. The shares of Rubincon common stock issued from time to time in exchange for the exchangeable shares therefore will be freely transferable under U.S. federal securities laws, subject to restrictions on persons who are affiliates of Rubincon.

Canada. The exchangeable shares will be issued in reliance upon the exemption available pursuant to section 2.11 of National Instrument 45-106—Prospectus and Registration Exemptions (“NI 45-106”) as promulgated by the Canadian Securities Administrators. Section 2.11 of NI 45-106 exempts securities issued in connection with an arrangement that is under a statutory procedure from the prospectus and registration requirements. The Canadian securities authorities have taken the position that the statutory procedure exemption in Section 2.11 of NI 45-106 is available for all trades of securities that are necessary to complete an exchangeable share transaction regardless of when such trades occur. In this regard, the exchangeable shares will be issued, when issued, in reliance on Section 2.11 of NI 45-106 as the arrangement is an exchangeable share transaction involving a procedure described in Section 2.11 of NI 45-106. Consequently, exchangeable shares or Rubincon common stock issued pursuant to the plan of arrangement or resulting from the exchange of exchangeable shares will be freely transferable under the Canadian securities laws.

No market is expected to exist for exchangeable shares after the transaction. If a holder of shares desires to sell the holder’s exchangeable shares, the holder is recommended to exchange such shares for Rubincon common stock. Rubincon has not taken and will take no steps to facilitate the sale or other transfer of exchangeable shares.

Ongoing Canadian Reporting Requirements

As the issuer of the exchangeable shares, upon the completion of the plan of arrangement, RVI Sub will become a reporting issuer in the provinces of Ontario, Alberta and British Columbia. Under securities legislation currently in effect in Canada, RVI Sub will be exempt from continuous disclosure obligations, including financial statement and reporting requirements, provided that Rubincon files with the relevant securities regulatory authorities copies of all documents required to be filed by it with the SEC under the Exchange Act. Canadian securities laws mandate that holders of exchangeable shares receive all disclosure materials that are sent to holders of Rubincon common stock resident in the United States, including the annual and interim reports of Rubincon, as well as all proxy solicitation materials. In addition, RVI Sub must issue in Canada a news release and file a material change report for all material changes in its affairs that are not also material changes in the affairs of Rubincon.

Interests of Certain Persons in the Transaction

API Options. Pursuant to the arrangement, all API options will continue to vest in accordance with their terms. Rubincon will assume API’s obligations under each API option. Each API option will be exchanged for an option to purchase 10 shares of Rubincon common stock at an exercise price equal to its current exercise price divided by 10.

The outstanding API options were issued to Phillip DeZwirek, Jason DeZwirek and two unaffiliated consultants. The DeZwireks are directors, officers and major shareholders of API. They each hold options for 250,000 common shares of API. All of the options of the DeZwireks are vested. Consequently, directors and officers of API have an interest in the transaction with respect to their options that is different from other shareholders of API.

API Common Shares. Not including the options referred to above, Phillip DeZwirek, a director and officer, beneficially owns 711,174 shares or 25.17% of the outstanding stock of API and Jason DeZwirek, a director and officer, beneficially owns 628,678 shares or 22.25% of the outstanding stock of API. The holding of each of the two DeZwirek are deemed to include 261,178 shares owned by an entity they control jointly and that are attributed to both of the DeZwireks for purposes of computing beneficial ownership. Mr. Mills, an officer and director of API, owns 39,825 shares or 1.41% of the common shares of API. Given the large positions in API common shares that the DeZwireks hold, they have a interest in obtaining a liquid market for shares of API that is different from holders of smaller blocks of API common shares.

INFORMATION ABOUT THE SHARE CAPITAL OF RUBINCON AND RVI SUB

Rubincon Share Capital

Common Stock Description

Common Stock. Each share of common stock has one vote on all matters to be voted upon by Rubincon stockholders. No share of Rubincon common stock affords any cumulative voting or preemptive rights or is convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase fund. Holders of Rubincon common stock will be entitled to dividends in such amounts and at such times as Rubincon’s board, in its discretion, may declare out of funds legally available for the payment of dividends. In the event of Rubincon’s liquidation, dissolution or winding up, the holders of Rubincon common stock are entitled to share ratably in all of Rubincon’s assets after the satisfaction of Rubincon’s debt.

Special Voting Stock. A single share of special voting stock, to be designated special voting stock, will be established by the amendment to the certificate of incorporation of Rubincon. Except as otherwise required by law or the Rubincon certificate of incorporation, the special voting stock will possess the number of votes equal to the number of outstanding exchangeable shares from time to time not owned by Rubincon or its affiliates, which votes may be exercised for the election of directors and on all other matters submitted to a vote of Rubincon’s stockholders.

The holders of Rubincon common stock and the holder of the special voting stock will vote together as a single class on all matters. Pursuant to the combination agreement, the special voting stock will be issued to the trustee appointed under the voting and exchange trust agreement. The holder of the special voting stock will not be entitled to receive dividends, and, in the event of any liquidation, dissolution or winding up of Rubincon, will receive an amount equal to the par value thereof. At such time as the special voting stock has no votes attached to it because there are no exchangeable shares outstanding not owned by Rubincon or any of its affiliates, the special voting stock will cease to have any rights.

RVI Sub Share Capital

On the consummation of the transaction, the share capital of RVI Sub will be as summarized below. This summary is qualified in its entirety by reference to the share capital of RVI Sub and other provisions included in RVI Sub’s articles of incorporation which we have attached as Annex D hereto.

Common Shares of RVI Sub

The holders of RVI Sub common shares will be entitled to receive notice of and to attend all meetings of the shareholders of RVI Sub and will be entitled to one vote for each share held of record on all matters submitted to a vote of holders of RVI Sub common shares. Subject to the prior rights of the exchangeable shares and any other shares ranking prior to the common shares, the holders of RVI Sub common shares will be entitled to receive such dividends as may be declared by the RVI Sub board of directors out of funds legally available therefor. Holders of RVI Sub common shares will be entitled upon any liquidation, dissolution or winding-up of RVI Sub, subject to the prior rights of the holders of the exchangeable shares and to any other shares ranking senior to the RVI Sub common shares, to receive the remaining property and assets of RVI Sub ratably with the other holders of the RVI Sub common shares.

Exchangeable Shares

Ranking. The exchangeable shares will be entitled to a preference over the RVI Sub common shares and any other shares ranking junior to the exchangeable shares with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of RVI Sub.

Dividends. Holders of exchangeable shares will be entitled to receive dividends equivalent to dividends paid from time to time by Rubincon on shares of Rubincon common stock. The declaration date, record date and payment date for dividends on the exchangeable shares will be the same as that for the corresponding dividends on the Rubincon common stock.

Certain Restrictions. Without the approval of the holders of the exchangeable shares, RVI Sub will not:

•

pay any dividend on the RVI Sub common shares, or any other shares ranking junior to the exchangeable shares, other than stock dividends payable in such other shares ranking junior to the exchangeable shares;

•

redeem, purchase or make any capital distribution in respect of RVI Sub common shares or any other shares ranking junior to the exchangeable shares with respect to the payment of dividends or on any liquidation distribution;

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redeem or purchase any other shares of RVI Sub ranking equally with the exchangeable shares with respect to the payment of dividends or on any liquidation distribution; or

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amend the articles or bylaws of RVI Sub in any manner that would affect the rights or privileges of the holders of exchangeable shares.

The restrictions in the first three points above will not apply at any time when dividends on the outstanding exchangeable shares corresponding to dividends declared on the Rubincon common stock have been declared and paid in full. RVI Sub is not restricted from issuing additional common shares or exchangeable shares.

Liquidation. In the event of the liquidation, dissolution or winding-up of RVI Sub, a holder of exchangeable shares will be entitled to receive for each exchangeable share one share of Rubincon common stock, together with the equivalent amount of all Rubincon dividends, payable and unpaid, if any.

Retraction Right, Exchange Put Right and Automatic Redemption Right. The exchangeable share provisions also provide for the retraction right, the exchange put right and the automatic redemption right. See “Description of the Transaction—Transaction Mechanics and Description of Exchangeable Shares” on page 45.

Voting Rights. Except as required by applicable law, the holders of the exchangeable shares will not be entitled as such to receive notice of or attend any meeting of the shareholders of RVI Sub or to vote at any such meeting.

Amendment and Approval. The rights, privileges, restrictions and conditions attaching to the exchangeable shares may be changed only with the approval of the holders thereof. Any such approval or any other approval or consent to be given by the holders of the exchangeable shares will be sufficiently given if given in accordance with applicable law and subject to a minimum requirement that such approval or consent be evidenced by a resolution passed by not less than 66²/3% of the votes cast thereon at a meeting of the holders of exchangeable shares (other than shares beneficially owned by Rubincon or entities controlled by Rubincon) duly called and held at which holders of at least 20% of the then outstanding exchangeable shares are present or represented by proxy. In the event that no such quorum is present at such meeting within one-half hour after the time appointed therefor, then the meeting will be adjourned to such place and time not less than 10 days later as may be designated by the chairman of such meeting, and the holders of exchangeable shares present or represented by proxy at the adjourned meeting may transact the business for which the meeting was originally called. At the adjourned meeting, a resolution passed by the affirmative vote of not less than 66²/3% of the votes cast thereon (other than shares beneficially owned by Rubincon or entities controlled by Rubincon) will constitute the approval or consent of the holders of the exchangeable shares.

Actions of RVI Sub under Support Agreement. Under the exchangeable share provisions, RVI Sub will agree to take all such actions and do all such things as are necessary or advisable to perform and comply with its obligations under, and to ensure the performance and compliance by Rubincon with its obligations under, the support agreement.

COMPARISON OF SHAREHOLDER RIGHTS

If the transaction is consummated, holders of API common shares will transfer their API common shares to RVI Sub in consideration for exchangeable shares or Rubincon common stock. Holders of exchangeable shares will have the right to exchange or retract exchangeable shares for an equivalent number of shares of Rubincon common stock. API is a corporation governed by Ontario law. Rubincon is a corporation organized under Delaware law. While the rights and privileges of shareholders of an Ontario corporation are, in many instances, comparable to those of stockholders of a Delaware corporation, there are certain differences. These differences arise from differences between Ontario and Delaware law, and between the API articles of incorporation and bylaws and the Rubincon certificate of incorporation and bylaws. For a description of the rights of the holders of Rubincon common stock, See “Information About the Share Capital of Rubincon and RVI Sub—Rubincon Share Capital” on page 61.


	API Shareholder Rights	Rubincon Stockholder Rights
Vote Required for Extraordinary Transactions	Under Ontario law, the approval of at least two-thirds of votes cast at a meeting at which a quorum is present is required for extraordinary corporate actions. A quorum for this purpose requires at least two shareholders and one-third of the shares entitled to vote on the action. Extraordinary corporate actions include: amalgamations; continuances; sales, leases or exchanges of all or substantially all of the property of a corporation; liquidations and dissolutions; and Ontario law may also require the separate approval by the holders of a class or series of shares for extraordinary corporate actions.	Under Delaware law, the affirmative vote of a majority of the outstanding stock entitled to vote is required for: mergers; consolidations; dissolution; or sales of all or substantially all of the assets of the corporation.

Amendment to Charter	Under Ontario lax, amendments to the articles of incorporation generally require the approval of not less than two-thirds of the votes cast by shareholders entitled to vote on the resolution at a meeting at which a quorum is present. A quorum for this purpose is one-third of the outstanding shares entitled to vote at the meeting and at least two shareholders.	Under Delaware law, the affirmative vote of the holders of a majority of the outstanding stock entitled to vote is required to approve a proposed amendment to the certificate of incorporation, following the adoption of the amendment by the board of directors of the corporation, provided that the certificate of incorporation may provide for a greater vote.


	API Shareholder Rights	Rubincon Stockholder Rights
	If the amendment would affect the rights of any holders of a class or series of shares differently than other shares, the amendment also requires the approval of a majority of the shares of the class or series.	If the amendment would adversely affect the rights of any holders of a class or series of stock, the amendment also requires the approval of a majority of the shares of the class or series.

Amendment to By-Laws	Under Ontario law, the creation, amendment or repeal of bylaws requires that, after being approved by the directors of the corporation, the creation, amendment or repeal of the bylaws, must be submitted to the shareholders at the next meeting of shareholders. Shareholders may confirm, reject or amend the bylaw, amendment or repeal by a majority of the votes cast by shareholders present in person or by proxy and entitled to vote on the resolution.	Under Delaware law, stockholders are given the power to adopt, alter and repeal bylaws, provided that the certificate of incorporation may also provide such power to the board of directors. Rubincon’s certificate of incorporation provides that the Rubincon board may make, alter and repeal bylaws.

Dissenters’ Rights	Under Ontario law, each of the matters listed below will entitle shareholders to exercise rights of dissent and to be paid the fair value of their shares: Any amalgamation with another corporation (other than with certain affiliated corporations); an amendment to the corporation’s articles to add, change or remove any provisions restricting the issue, transfer or ownership of that class of shares; an amendment to the corporation’s articles to add, change or remove any restriction upon the business or businesses that the corporation may carry on; a continuance under the laws of another jurisdiction; a sale, lease or exchange of all or substantially all the property of the corporation other than in the ordinary course of business and	Under Delaware law, holders of shares may dissent from a merger or consolidation by demanding payment equal to the fair value of their shares. These rights of dissent and appraisal only apply in the event of a merger or consolidation and not in the case of a sale or transfer of assets or a purchase of assets for stock. Under Delaware law, no dissent or appraisal rights are available if the shares are listed on a national securities exchange or are designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or are held of record by more than two thousand stockholders, unless the merger or consolidation converts the shares into something other than: stock of the surviving corporation; stock of another corporation that is either listed on a national


	API Shareholder Rights	Rubincon Stockholder Rights
	a court order permitting a shareholder to dissent in connection with an application to the court for an order approving an arrangement. However, a shareholder is not entitled to dissent if an amendment to the articles is effected by a court order approving a reorganization or by a court order made in connection with an action for an oppression remedy. Ontario law provides these dissent rights for both listed and unlisted shares. Under Ontario law, a shareholder may, in addition to exercising dissent rights, seek an oppression remedy for any act or omission of a corporation which is oppressive or unfairly prejudicial to or that unfairly disregards a shareholder’s interests.	securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than two thousand stockholders; cash in lieu of fractional shares; or some combination of the above.

Oppression Remedy	Ontario law provides an oppression remedy that allows a complainant who is: a present or former shareholder; a present or former director or officer of the corporation or its affiliates; and any other person who in the discretion of the court is a proper person to make the application, to apply to court for relief where: any act or omission of the corporation or an affiliate effects a result;	Delaware law does not provide for a similar remedy.

	the business or affairs of the corporation or an affiliate are or have been carried on or conducted in a manner; or


	API Shareholder Rights	Rubincon Stockholder Rights
	the powers of the directors of the corporation or an affiliate are or have been exercised in a manner, that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a shareholder, creditor, director or officer.

Derivative Action	Under Ontario law, a complainant may not bring an action in the name of, or on behalf of a corporation, or intervene in an existing action on behalf of the corporation, unless the complainant has given reasonable notice to the directors of the corporation and the complainant satisfies the court that: the directors of the corporation will not bring, diligently prosecute or defend or discontinue the action; the complainant is acting in good faith; and it appears to be in the interest of the corporation that the action be brought, prosecuted, defended or discontinued.	Under Delaware law, a stockholder may bring a derivative action in Delaware on behalf of, and for the benefit of, the corporation provided that: The stockholder must state in his or her complaint that he or she was a stockholder of the corporation at the time of the transaction that is the subject of the complaint; and The stockholder must first make demand on the corporation that it bring an action and the demand be refused, unless it is shown that the demand would have been futile.

Shareholder Consent in Lieu of Meeting	Under Ontario law, a written resolution signed by all the shareholders of the corporation who would have been entitled to vote on the resolution at a meeting, is effective to approve the resolution.	Under Delaware law, unless otherwise provided in the corporation’s certificate of incorporation, a written consent signed by holders of stock having sufficient votes to approve the matter at a meeting is effective to approve the matter. Rubincon’s certificate of incorporation and by-laws are silent with respect to permitting shareholder action by written consent that is taken by less than unanimous consent.


	API Shareholder Rights	Rubincon Stockholder Rights
Director Qualifications	Under Ontario law, a majority of the directors of a corporation and a majority of any committee of directors must be resident Canadians.	Delaware law does not have comparable requirements.

Fiduciary Duties of Directors	Under Ontario law, directors have a duty of care and loyalty to the corporation. The duty of care requires that the directors exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The duty of loyalty requires directors to act honestly and in good faith with a view to the best interests of the corporation.	Under Delaware law, directors have a duty of care and loyalty to the corporation and its stockholders. The duty of care, which can be limited under Delaware law, requires that the directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of loyalty is the duty to act in good faith in a manner which the directors reasonably believe to be in the best interests of the stockholders.

Indemnification of Officers and Directors	Under Ontario law, except in respect of an action by or on behalf of a corporation to procure a judgment in its favor, which would require court approval, a corporation may indemnify present and former directors and officers against costs, charges and expenses (including settlements and judgments) provided that: they acted honestly and in good faith with a view to the best interests of the corporation; and in the case of a criminal or administrative action they had reasonable grounds for believing that their conduct was lawful. The API bylaws provide for indemnification of directors and officers to the fullest extent authorized by Ontario law. Neither Ontario law nor the API bylaws expressly provide for advance payment of an indemnitee’s expenses.	Delaware law provides that a corporation may indemnify its present and former directors, officers, employees and agents against all reasonable expenses (including attorneys’ fees) and, against all judgments, fines and amounts paid in settlement of actions brought against them, provided that they: acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. However, with respect to actions initiated by or in the right of the corporation in which the person has been adjudged liable, a Delaware corporation cannot provide indemnification absent a court order.


	API Shareholder Rights	Rubincon Stockholder Rights
		Under Delaware law, a Delaware corporation must indemnify its directors and officers against liability and reasonable expenses incurred by the director or officer in a proceeding to which the indemnified person was a party because he or she is or was a director or officer to the extent the director or officer has been successful on the merits or otherwise in the defense of the proceeding.

		Delaware law permits a corporation, upon request, to pay or reimburse the reasonable expenses as incurred of a director or officer who is a party to a proceeding, if the director or officer provides the corporation with a written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the corporation and a written undertaking to repay the amount advanced, with reasonable interest if so required by the corporation, if it is ultimately determined that the director or officer is not entitled to indemnification.

Director Liability	Ontario law does not permit the limitation of a director’s liability as Delaware law does.	Delaware law provides that the charter of a corporation may include a provision which limits or eliminates the liability of directors to the corporation or its stockholders for monetary damages for breach of a fiduciary duty, provided such liability does not arise from prescribed conduct, including acts or omissions not in good faith or which involve intentional misconduct or which involve a knowing violation of the law. Rubincon’s charter contains no such provision.


	API Shareholder Rights	Rubincon Stockholder Rights
Number of Directors and Election	Under Ontario law, the number of directors of a corporation must be specified in the corporation’s articles of incorporation. The articles may provide for a minimum and maximum number of directors and if so, the number shall be fixed by special resolution or by the board of directors, if empowered to do so by special resolution. A corporation which offers its securities to the public within the meaning of Ontario law must have not fewer than three directors. The articles of incorporation of API provide that the number of directors will not be less than 3 or more than 10. API’s board of directors currently consists of 3 directors. Shareholders of a corporation governed by Ontario law elect directors by ordinary resolution at each annual meeting of shareholders at which such an election is required.	Under Delaware law, the board of directors of a Delaware corporation must consist of one or more directors as specified in accordance with the corporation’s certificate of incorporation or bylaws. Neither Rubincon’s are certificate of incorporation or bylaws specifies the numbers of directors on Rubincon’s board of directors. Rubincon’s bylaws provide that the directors need not be shareholders and need not be residents of the State of Delaware or citizens of the United States.

Vacancies on the Board of Directors	Under Ontario law, vacancies that exist on the board of directors may be filled by the board if the remaining directors constitute a quorum. In the absence of a quorum, the remaining directors shall call a meeting of shareholders to fill the vacancy.	Under Delaware law, unless a corporation’s certificate of incorporation provide otherwise, a vacancy occurring on the board of directors may be filled by shareholders or by the directors remaining in office. Under Delaware law, if the vacant office was held by a director elected by a voting group of shareholders, only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors remaining in office, and only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders.


	API Shareholder Rights	Rubincon Stockholder Rights
		Rubincon’s certificate of incorporation and bylaws provide that the board of directors may fill any vacancy (occurring by resignation, removal or otherwise) in the board happening after any regular annual election or any vacancy created by an increase in the authorized number of directors until the next succeeding election, by the affirmative vote of a majority of the directors then in office, although less than a quorum.
Anti-Takeover Provisions and Interested Stockholder Transactions	Ontario law does not contain specific anti-takeover provisions with respect to business transactions. However, the policies of Canadian securities regulatory authorities, including Rule 61-501 of the Ontario Securities Commission and Policy Q-27 of the Quebec Security Commission contain requirements in connection with any transaction by which an issuer, directly or indirectly: acquires or transfers an asset; acquires or issues securities; assumes or transfers a liability; or borrows or lends monies from or to, as the case may be, a director, senior officer, holder of 10% or more of the voting securities of the issuer or a holder of sufficient securities to affect materially the control of the issuer. Rule 61-501 and Policy Q-27 requires more detailed disclosure in the proxy material sent to security holders in connection with a transaction as described above, including, subject to certain exceptions, the inclusion of a formal valuation of the subject	Rubincon is subject to Section 203 of the Delaware General Corporation Law, which provides that, if a person acquires 15% or more of the stock of a Delaware corporation without the approval of the board of directors of that corporation, thereby becoming an “interested stockholder”, that person may not engage in certain transactions with the corporation for a period of three years unless one of the following three exceptions applies: the board of directors approved the acquisition of stock or the transaction prior to the time that the person became an interested stockholder; the person became an interested stockholder and 85% owner of the voting stock of the corporation in the transaction, excluding voting stock owned by directors who are also officers and certain employee stock plans; or the transaction is approved by the board of directors and by the affirmative vote of two-thirds of the outstanding voting stock which is not owned by the interested stockholder.


	API Shareholder Rights	Rubincon Stockholder Rights
	matter of the transaction and any non-cash consideration offered therefore. Rule 61-501 and Policy Q-27 also require, subject to certain exceptions, that the minority shareholders of the issuer separately approve the transaction.

Shareholder Rights Plan	Under API’s rights agreement, holders of API common shares have one right with respect to each of API common shares held. The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire API in a manner which causes the rights to become exercisable.	While Delaware law allows shareholder rights plans, Rubincon does not have a shareholder rights plan.

Quorum	Under Ontario law, unless a corporation’s bylaws provide otherwise, a quorum is present at a meeting of the shareholders, irrespective of the number of shareholders actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. API’s bylaws provide that a quorum shall be at least two holders of not less than one-third of the outstanding shares entitled to vote at the meeting.	Under Rubincon’s bylaws, a quorum will be constituted by a majority of the outstanding shares of Rubincon entitled to vote at the meeting, represented in person or by proxy.

TAX CONSIDERATIONS

Canadian Federal Income Tax Considerations To API Shareholders

Introduction. Subject to the qualifications and assumptions contained herein, the following is a summary of the material Canadian federal income tax considerations, as of the date of this joint proxy statement, relating to the transactions that are applicable to (i) holders of API common shares who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and at all relevant times, hold their API common shares and will hold their exchangeable shares and/or Rubincon common stock as capital property and deal at arm’s length and are not and will not be affiliated with API, RVI Sub, Rubincon Holdco or Rubincon and (ii) holders of options to acquire API common shares who are current or former employees of API (or any subsidiary), deal at arm’s length with such corporations, and received their options to acquire API a common shares in respect of, in the course of, or by virtue of, such employment. This discussion does not apply to an API shareholder who acquired API common shares on the exercise of an employee stock option, an API shareholder with respect to whom Rubincon is a foreign affiliate within the meaning of the Canadian Tax Act nor to a person who is a financial institution or a specified financial institution within the meaning of the Canadian Tax Act.

All API shareholders should consult their own tax advisors as to whether, as a matter of fact, they hold their API common shares and will hold their exchangeable shares and/or Rubincon common stock as capital property for the purposes of the Canadian Tax Act. Certain provisions of the Canadian Tax Act permit holders of API common shares to deem their API common shares to be capital property, subject to certain conditions.

This discussion is based on the current provisions of the Canadian Tax Act and the regulations thereto, the current provisions of the Convention Between the United States of America and Canada with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Tax Treaty”), counsel’s understanding of the current published administrative practices of the Canada Revenue Agency (the “CRA”), all in effect as of the date of this joint proxy statement and officer’s certificates from API and Rubincon as to certain factual matters. This discussion takes into account all specific proposed amendments to the Canadian Tax Act and the regulations thereto that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and assumes that all such proposed amendments will be enacted in their present form. No assurances can be given that the proposed amendments will be enacted in the form proposed, if at all.

Except for the foregoing, this summary does not take into account or anticipate any changes in law or administrative practices, whether by judicial, governmental or legislative action or decision, nor does it take into account provincial, territorial or non-Canadian income tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein. No advance income tax ruling has been sought or obtained from the CRA to confirm the Canadian tax consequences of any of the transactions described herein.

THIS DISCUSSION IS OF A GENERAL NATURE ONLY AND IS NOT INTENDED AND SHOULD NOT BE CONSTRUED TO BE, LEGAL, BUSINESS OR TAX ADVICE NOR ANY OPINION OR REPRESENTATION TO ANY PARTICULAR API SHAREHOLDER OR OPTION HOLDER. THEREFORE, API SHAREHOLDERS AND OPTION HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE TRANSACTIONS IN THEIR PARTICULAR CIRCUMSTANCES.

For purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of Rubincon common stock, including the receipt of dividends and the calculation of any adjusted cost base amounts and proceeds of disposition, must be converted into Canadian dollars based on the prevailing United States dollar exchange rate at the time such amounts arise.

Canadian Federal Income Tax Considerations To API Shareholders

API Shareholders Resident in Canada.

The following portion of this discussion is generally applicable to an API shareholder who, for the purposes of the Canadian Tax Act, is resident or deemed to be resident in Canada at all relevant times (a “Canadian Holder”).

Exchange of API Common Shares for Exchangeable Shares and Ancillary Rights Where No Election is Made under Section 85 of the Canadian Tax Act. A Canadian Holder who exchanges API common shares for exchangeable shares and ancillary rights will, unless such holder makes a joint election under subsection 85(1) or 85(2) of the Canadian Tax Act as discussed below, be considered to have disposed of the API common shares exchanged for proceeds of disposition equal to the sum of (i) the fair market value at the effective time of the exchange of the exchangeable shares acquired by such holder on the exchange, (ii) the fair market value at the effective time of the exchange of the ancillary rights acquired by such holder on the exchange, and (iii) any cash received by such holder in respect of a fractional exchangeable share. As a result, such holder will, in general, realize a capital gain (or capital loss) in the amount by which the proceeds of disposition exceed (or are less than) (i) the adjusted cost base to such holder of the API common shares immediately before the exchange, and (ii) any reasonable costs of disposition. See “Taxation of Capital Gains and Capital Losses” below for a description of the tax treatment of capital gains and losses. The cost to such holder of exchangeable shares acquired on the exchange of API common shares will be equal to the fair market value of the exchangeable shares at the effective time of the exchange. The cost to such holder of the ancillary rights acquired on the exchange of the API common shares will be equal to the fair market value of such rights at the effective time of the exchange. For these purposes, the holder will be required to determine the fair market value on the ancillary rights received on the exchange on a reasonable basis. API is of the view, and has advised counsel, that such rights will have only nominal value. Such determination of value is not binding on the CRA and it is possible that the CRA could take a contrary view.

The cost of exchangeable shares and the cost of ancillary rights received by a Canadian Holder on the exchange of API common shares will be averaged with the adjusted cost base to such holder of other exchangeable shares and the adjusted cost base to such holder of other ancillary rights, respectively, that are held at that time by such holder as capital property.

Exchange of API Common Shares for Exchangeable Shares and Ancillary Rights Where an Election is Made under Section 85 of the Canadian Tax Act. A Canadian Holder of API common shares (i) who elects to exchange API common shares for exchangeable shares and ancillary rights, (ii) who is eligible to make an election (a “rollover election”) pursuant to subsection 85(1) of the Canadian Tax Act (or, in the case of a holder that is a partnership, subsection 85(2) of the Canadian Tax Act) in respect of the exchange (an “eligible holder”, as defined below), and (iii) who makes a valid rollover election in respect of an exchange of API common shares for exchangeable shares, may obtain a full or partial tax deferred “rollover” of any capital gain otherwise arising on the exchange for Canadian tax purposes, depending on the amount elected by the eligible holder for the purposes of the rollover election and the adjusted cost base to the eligible holder of such holder’s API common shares at the time of the exchange. Provided that, at the effective time of the exchange, the adjusted cost base to the eligible holder of such holder’s API common shares equals or exceeds the sum of (i) any cash received in respect of a fractional exchangeable share, and (ii) the fair market value at the effective time of the exchange of the ancillary rights acquired by the holder on the exchange, the holder may elect so as to defer the realization of a capital gain for the purposes of the Canadian Tax Act on the exchange.

Eligible holders are referred to Information Circular 76-19R3 and Interpretation Bulletin IT-291R3 issued by the CRA for further information with respect to making an election under section 85 of the Canadian Tax Act. The comments herein with respect to such elections are provided for general assistance only. The law in this area is complex and contains numerous technical requirements.

Canadian Holders of API common shares should consult their own tax advisors regarding this “rollover” treatment and as to corresponding provincial “rollover” rules applicable for provincial income tax purposes.

RVI Sub will only make a rollover election with an “eligible holder.” For this purpose, an eligible holder must (i) be the beneficial owner of API common shares, (ii) be a resident of Canada for the purposes of the Canadian Tax Act, including a partnership any member of which is a resident of Canada for purposes of the Canadian Tax Act, (iii) not be exempt from tax under the Canadian Tax Act, (iv) not be a partnership, all the members of which are residents of Canada exempt from tax under the Canadian Tax Act, and (v) have represented in the letter of transmittal and election form that such holder meets the conditions set out in (i) through (iv).

In order to make a rollover election under section 85 of the Canadian Tax Act, an eligible holder must provide to RVI Sub two signed copies of the necessary prescribed election form within 90 days following the effective date of the exchange, properly completed with the details of the number of API common shares transferred and in respect of which the eligible holder is making a rollover election, the consideration received on the exchange and the applicable elected amount(s) for the purposes of the election. Subject to the election form being in apparent compliance with the provisions of the Canadian Tax Act (or applicable provincial income tax law), the election form will be returned to the holder who has submitted the election form, signed by RVI Sub, for filing by the holder with the CRA (or the applicable provincial tax authority). Certain provincial jurisdictions may require that a separate joint election be filed for provincial income tax purposes. RVI Sub will also make a provincial joint election with an eligible holder under the provisions of any relevant provincial income tax legislation with similar effect to subsection 85(1) or subsection 85(2) of the Canadian Tax Act, subject to the same limitations and conditions described in this circular. Eligible holders should consult their own advisors to determine whether separate election forms must be filed with any provincial or territorial tax authority. It will be the responsibility of each eligible holder who wishes to make such an election to obtain any necessary provincial election forms (that are not provided in the election package) and to submit the forms for execution by RVI Sub.

The relevant tax election form is CRA Form T2057 (or, in the event that the API common shares are held as partnership property, CRA Form T2058). For eligible holders required to file in Quebec, Quebec form TP-518-V (or, in the event that the API common shares are held as partnership property, Quebec form TP-529-V) will also be required. An eligible holder interested in making a rollover election under section 85 should so indicate on the letter of transmittal and election form accompanying this circular in the space provided therein, and a tax election package, consisting of the relevant federal and, where requested, Quebec forms and a letter of instructions, will be sent to the eligible holder.

Where API common shares are held in joint ownership and two or more of the co-owners wish to elect, one of the co-owners designated for such purpose should file the designation and a copy of the CRA Form T2057 (and where applicable, the corresponding Quebec form with the Quebec tax authorities) for each co-owner along with a list of all co-owners electing, which list should contain the address and social insurance number or tax account number of each co-owner. Where API common shares are held as partnership property, a partner designated by the partnership must file a copy of the CRA Form T2058 on behalf of all members of the partnership (and where applicable, the corresponding form in duplicate with the Quebec taxation authorities). The CRA Form T2058 (and Quebec form, if applicable) must be accompanied by a list containing the name, address, social insurance number or tax account number of each partner as well as the letter signed by each partner authorizing the designated partner to complete and file the form.

In general, where a joint election under section 85 of the Canadian Tax Act is made by RVI Sub and an eligible holder in respect of the exchange of the eligible holder’s API common shares for exchangeable shares, the amount elected in the tax election, which we refer to in this section as the “elected amount,” must comply with the following rules:

•

The elected amount may not be less than the sum of (i) any cash received by the eligible holder in respect of a fractional exchangeable share, and (ii) the fair market value at the effective time of the exchange of the ancillary rights acquired by the eligible holder on the exchange (as partial consideration for the API common shares to which the election applies).

•

The elected amount may not be less than the lesser of (i) the adjusted cost base to the eligible holder of the API common shares to which the election applies, determined immediately before the effective time of the exchange, and (ii) the fair market value of such API common shares at that time.

•

The elected amount may not exceed the fair market value, at the effective time of the exchange, of the API common shares to which the election applies.

For the purposes of the rollover election, an eligible holder will be required to determine the fair market value of the ancillary rights received on the exchange of API common shares. API is of the view, and has advised counsel, that such rights will have only nominal value. This determination of value is not binding on the CRA and it is possible that the CRA could take a contrary view. The tax election forms will be executed by RVI Sub on the basis that the fair market value of the ancillary rights is a nominal amount per exchangeable share issued on the exchange. Such amount will be provided to eligible holders in the letter of instructions included in the tax election package.

Where such a rollover election is made, the tax treatment to the eligible holder (in respect of such holder’s API common shares to which the election applies) will, in general, be as follows:

•

The eligible holder will be deemed to have disposed of the API common shares for proceeds of disposition equal to the elected amount.

•

If the deemed proceeds of disposition of the API common shares are equal to the sum of (i) the adjusted cost base to the eligible holder of such shares, determined immediately before the effective time of the exchange, and (ii) any reasonable costs of disposition, no capital gain or capital loss will be realized by the eligible holder.

•

To the extent that the deemed proceeds of disposition of the API common shares exceed (or are less than) the sum of (i) the adjusted cost base to the eligible holder of such shares, determined immediately before the effective time, and (ii) any reasonable costs of disposition, the eligible holder will, in general, realize a capital gain (or capital loss). See “Taxation of Capital Gains and Capital Losses” below for a description of the tax treatment of capital gains and losses.

•

The cost to the eligible holder of exchangeable shares received on the exchange will be equal to the elected amount minus the sum of (i) any cash received in respect of a fractional exchangeable share, and (ii) the fair market value at the effective time of the exchange of the ancillary rights received on the exchange.

•

The cost to the eligible holder of the ancillary rights received on the exchange will be equal to their fair market value at the effective time of the exchange.

RVI Sub will make a rollover election pursuant to section 85 of the Canadian Tax Act (and the corresponding provisions of any provincial income tax legislation) only at the elected amount selected by the eligible holder. RVI Sub will not be responsible for the proper completion or filing of any election form. RVI Sub will sign properly completed election forms submitted by an eligible holder which it receives within 90 days of the effective date of the exchange. RVI Sub will return such election forms to the eligible holder within 30 days after their receipt. In its sole discretion, RVI Sub may choose to execute and return an election form received more than 90 days following the effective date of the exchange, but RVI Sub will have no obligation to do so. The eligible holder, and not RVI Sub, Rubincon nor API, will be responsible or liable for any taxes, interest, penalties, damages or expenses resulting from the failure by the eligible holder to properly complete or file an election form in the form and manner and within the time prescribed by the Canadian Tax Act (or the corresponding provisions of any applicable provincial tax legislation). With the exception of execution of the election form by RVI Sub and returning to the eligible shareholder, compliance with the requirements for a valid election will be the sole responsibility of the eligible holder making the election.

In order for the CRA (and where applicable the Ministère du Revenu du Québec) to accept a tax election form without a late filing penalty being paid by an eligible holder, the election form, duly completed and

executed by both the eligible holder and RVI Sub, must be received by such revenue authorities on or before the day that is the earliest due date for the filing of either RVI Sub’s or the eligible holder’s income tax return for the taxation year in which the effective date of the exchange occurs. RVI Sub’s taxation year is scheduled to end May 31, 2007. Thus, the tax election form will, in the case of an eligible holder who is an individual, generally have to be received by the CRA (and any applicable provincial revenue authorities) by April 30, 2007 (being generally the deadline by which individuals are required to file tax returns for the 2006 taxation year assuming that the effective date of the exchange occurs on or before December 31, 2006). Eligible holders are urged to consult their own advisors as soon as possible respecting the deadlines applicable to their own particular circumstances. However, regardless of such deadline, the tax election forms of eligible holders must be received by RVI Sub no later than the 90th day after the effective date of the exchange.

Any eligible holder who does not ensure that RVI Sub has received a properly completed election form on or before the 90th day after the effective date of the exchange, will not be able to benefit from the rollover provisions of the Canadian Tax Act (unless RVI Sub, in its sole discretion, chooses to execute an election form received after such time). Accordingly, all eligible holders who wish to enter into an election with RVI Sub should give their immediate attention to this matter. The instructions for requesting a tax election package are set out in the letter of transmittal and election form. Eligible holders wishing to make the election should consult their own tax advisors.

Call Rights. API is of the view, and has advised counsel, that the liquidation call right, the redemption call right and the retraction call right granted by API shareholders who acquire the exchangeable shares have only a nominal value. Accordingly, no amount should be allocated to these rights. On this basis, the granting of the call rights will not result in any material adverse income tax consequences to a Canadian resident holder of API common shares who acquires exchangeable shares. These determinations of value are not binding on the CRA and it is possible that the CRA could take a contrary view.

Dividends on Exchangeable Shares. In the case of a Canadian Holder of exchangeable shares who is an individual, dividends received or deemed to be received by the holder on exchangeable shares will be included in computing the holder’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations.

In the case of a Canadian Holder of exchangeable shares that is a corporation, other than a “specified financial institution”, dividends received or deemed to be received by the holder on exchangeable shares will be included in computing the holder’s income and, subject to the special rules and limitations described below, will normally be deductible in computing its taxable income.

A Canadian Holder of exchangeable shares that is a “private corporation” (as defined in the Canadian Tax Act) or any other corporation resident in Canada and controlled or deemed to be controlled by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) may be liable under Part IV of the Canadian Tax Act to pay a refundable tax of 33 ¹/3% on dividends received or deemed to be received on the exchangeable shares to the extent that such dividends are deductible in computing the holder’s taxable income. A holder of exchangeable shares that is a “Canadian-controlled private corporation” (as defined in the Canadian Tax Act) throughout the relevant taxation year may be liable to pay an additional refundable tax of 6 ²/3% on dividends or deemed dividends on exchangeable shares that are not deductible in computing the holder’s taxable income.

The exchangeable shares are “taxable preferred shares” and “short-term preferred shares” for the purposes of the Canadian Tax Act. A Canadian resident holder of exchangeable shares who receives or is deemed to receive dividends on such shares will not be subject to the 10% tax under Part IV.1 of the Canadian Tax Act.

Redemption, Retraction or Exchange of Exchangeable Shares. A holder of exchangeable shares may not control whether such holder will receive Rubincon common stock by way of redemption (or retraction) of the

exchangeable shares by RVI Sub or by way of purchase of the exchangeable shares by Rubincon. However, a holder who exercises the right of retraction will be notified if Rubincon will not exercise its retraction call right, and if such holder does not wish to proceed, the holder may revoke its retraction request. As described below, the Canadian federal income tax consequences of a redemption (or retraction) by RVI Sub differ from those of an exchange by Rubincon.

Redemption or Retraction by RVI Sub. On the redemption (or retraction) of exchangeable shares by RVI Sub, a Canadian Holder of the exchangeable shares will be deemed to receive a dividend equal to the amount, if any, by which the redemption (or retraction) proceeds (i.e. the fair market value at that time of the shares of Rubincon common stock received by the holder of the exchangeable shares from RVI Sub on the redemption or retraction) exceeds the paid-up capital (for purposes of the Canadian Tax Act) at the time of the redemption (or retraction) of the exchangeable shares. On the redemption (or retraction) of exchangeable shares, the holder of the exchangeable shares will also be considered to have disposed of the exchangeable shares for proceeds of disposition equal to the redemption (or retraction) proceeds (determined as described above) less the amount of such deemed dividend. The holder of the exchangeable shares redeemed (or retracted) will, in general, realize a capital gain (or a capital loss) equal to the amount by which the adjusted cost base to the holder of the exchangeable shares immediately before redemption (or retraction) is less than (or exceeds) such proceeds of disposition. In the case of a Canadian Holder of exchangeable shares that is a corporation, in some circumstances, the amount of any deemed dividend arising on redemption (or retraction) may be treated as proceeds of disposition and not as a dividend.

Exchange by Rubincon or Rubincon Holdco of Exchangeable Shares for Rubincon Common Stock. On the exchange of exchangeable shares by a Canadian Holder with Rubincon or Rubincon Holdco, as the case may be, for Rubincon common stock, the holder will, in general, realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the exchangeable shares exceed (or are less than) (i) the adjusted cost base to the holder of the exchangeable shares immediately before the exchange, and (ii) any reasonable costs of disposition. For these purposes, the proceeds of disposition will be the fair market value at that time of the shares of Rubincon common stock received by the holder of the exchangeable shares from Rubincon or Rubincon Holdco on the exchange.

In the February 23, 2005 budget, the Department of Finance (Canada) indicated that it intended to release a detailed proposal for future amendments to the Canadian Tax Act to allow holders of shares of a Canadian corporation to exchange such shares for shares of a foreign corporation on a tax-deferred basis. This proposal reiterated statements made by the Department of Finance in 2000, 2003 and 2004. It is possible that the proposed amendments, if enacted into law, could, from the time any such change takes effect, allow a Canadian Holder of exchangeable shares to exchange such shares for Rubincon common stock on a tax-deferred basis. However, as of the date hereof the Department of Finance has not released any draft legislation or details regarding the requirements for the tax-deferred share exchange, and there are no assurances that the requirements could be satisfied in the circumstances or that the proposed amendments will be enacted.

Disposition of Exchangeable Shares other than on Redemption or Exchange. A disposition or deemed disposition of exchangeable shares by a Canadian Holder, other than on a redemption (or retraction) by RVI Sub or an exchange of the shares with Rubincon or Rubincon Holdco, as the case may be, will generally result in a capital gain (or capital loss) in an amount by which the proceeds of disposition exceed (or are less than) (i) the adjusted cost base to the holder of such shares immediately before the disposition, and (ii) any reasonable costs of disposition.

Taxation of Capital Gains and Capital Losses. One-half of any capital gain (the “taxable capital gain”) realized by a Canadian Holder will be included in the holder’s income for the year of disposition. One-half of any capital loss realized (the “allowable capital loss”) may be deducted by the holder against taxable capital gains realized by the holder for the year of disposition. Any excess of allowable capital losses over taxable capital gains for the year of disposition may be carried back up to three taxation years or forward indefinitely and deducted against net taxable capital gains in those other years to the extent and in the circumstances prescribed in the Canadian Tax Act.

Capital gains realized by a Canadian Holder that is an individual or trust, other than certain trusts, may give rise to alternative minimum tax under the Canadian Tax Act. A Canadian Holder that is a “Canadian-controlled private corporation” (as defined in the Canadian Tax Act) may be liable to pay an additional refundable tax of 62/3% on taxable capital gains.

If the Canadian Holder of an API common share or an exchangeable share is a corporation, the amount of any capital loss realized on a disposition or deemed disposition of any such share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under circumstances prescribed by the Canadian Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns an API common share or an exchangeable share, or where a trust or partnership of which a corporation is a beneficiary or a member, is a member of a partnership or a beneficiary of a trust that owns any such share.

Dividends on Rubincon Common Stock. Dividends on Rubincon common stock will be included in the recipient’s income for the purposes of the Canadian Tax Act. Such dividends received by an individual Canadian Holder will not be subject to the gross-up and dividend tax credit rules in the Canadian Tax Act. A Canadian Holder that is a corporation will include such dividends in computing its income and generally will not be entitled to deduct the amount of such dividends in computing its taxable income. A Canadian Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation”, as defined in the Canadian Tax Act, may be liable to pay an additional refundable tax of 6²/3% on its “aggregate investment income” for the year which will include such dividends. United States non-resident withholding tax on such dividends received by Canadian Holders will be generally eligible for foreign tax credit or deduction treatment, where applicable, under the Canadian Tax Act. See “—United States Federal Income Tax Considerations to API Shareholders — Non-U.S. Holders” below.

Disposition of Shares of Rubincon Common Stock. The cost of Rubincon common stock received on a retraction, redemption or exchange of exchangeable shares will be equal to the fair market value of such shares at the time of such event. The adjusted cost base to a Canadian Holder of Rubincon common stock acquired on a retraction, redemption or exchange of exchangeable shares will be determined by averaging the cost of such shares with the adjusted cost base of all other Rubincon common stock held by such holder as capital property immediately before the retraction, redemption or exchange, as the case may be. A disposition or deemed disposition of Rubincon common stock by a Canadian Holder will generally result in a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of such shares immediately before the disposition. The taxation of capital gains and capital losses is described above.

Foreign Property Information Reporting. With some exceptions, a taxpayer resident in Canada is a “specified Canadian entity” (as defined in the Canadian Tax Act) and is required to file an annual information return disclosing prescribed information concerning the ownership of “specified foreign property” (as defined in the Canadian Tax Act) where the cost amount of such property to the taxpayer exceeds CDN$100,000. Specified foreign property is defined in the Canadian Tax Act to include shares of the capital stock of a non-resident corporation and property that, under the terms or conditions thereof or any agreement related thereto, is convertible into, exchangeable for or confers a right to acquire, property that is a share of the capital stock of a non-resident corporation.

The exchangeable shares and the Rubincon common stock will be specified foreign property. As a result, if the aggregate cost amount of any specified foreign property held by a Canadian Holder (including any exchangeable shares and Rubincon common stock) at any time in a taxation year or fiscal period exceeds CDN$100,000, the holder will be required to file an information return for the year or period disclosing prescribed information, such as the cost amount of the specified foreign property and the amount of any dividends, interest and gains or losses realized in the year in respect of such specified foreign property. Canadian Holders should consult their own advisors to determine whether they will be subject to these rules with respect to their ownership of exchangeable shares and Rubincon common stock.

Proposed Tax Amendments Regarding Foreign Investment Entities (“FIE”) On October 30, 2003, the Minister of Finance released proposed amendments to the Canadian Tax Act generally applicable for taxation years commencing after 2002, regarding the taxation of certain interest in non-resident entities that are “foreign investment entities”. To the extent that these new FIE rules apply and are enacted as proposed, unless exemptions are available, a Canadian resident that holds certain interest in a foreign investment entity will be required to include in income for each taxation year an amount of income or gains computed in accordance with the new rules, regardless of whether the taxpayer actually receives any income or realizes any gains. A corporation is not a foreign investment entity if the “carrying value” of all of its “investment property” is not greater than one-half of the “carrying value” of all its property or if its principal business is not an “investment business” within the meaning of those terms in the proposed FIE amendments.

The determination of whether Rubincon is a foreign investment entity must be made on an annual basis at the end of each taxation year-end of Rubincon and no assurances can be given that Rubincon will not be a foreign investment entity at the end of any of its taxation years.

Even if Rubincon were a foreign investment entity at the end of one of its taxation years, the new rules in the proposed FIE amendments will not apply in respect of a Canadian Holder of exchangeable shares or shares of Rubincon common stock to whom such securities are an “exempt interest” within the meaning of the proposed FIE amendments. The determination of whether exchangeable shares or shares of Rubincon common stock constitute an exempt interest must be made on an annual basis at the end of the taxation year of Rubincon and no assurances can be given that the exchangeable shares or shares of Rubincon common stock will constitute and exempt interest at any taxation year-end of Rubincon. These rules are complex and have been subject to extensive commentary and amendment. No assurances can be given that the proposed FIE amendments will be enacted in the form anticipated. Canadian Holders should consult their own tax advisors regarding the application of the new FIE rules in their particular circumstances.

Dissenting Shareholders. API shareholders are permitted to dissent from the arrangement. A dissenting API shareholder will be entitled, in the event the transaction is consummated, to be paid by API the fair value of the API common shares held by such holder determined as of the appropriate date. See “Description of the Transaction – Dissenting Shareholders’ Rights” on page 56. Such shareholder may be considered to have realized a deemed dividend to the extent that the proceeds of disposition exceed the paid-up capital of the API common shares and a capital gain (or a capital loss) to the extent that the proceeds of disposition less the deemed dividend exceed (or are less than) the adjusted cost base of the API common shares to the holder immediately before the payment. Alternatively, the entire consideration received may be viewed as proceeds of disposition of the holder’s API common shares. Additional income tax considerations may be relevant to dissenting API shareholders who fail to perfect or withdraw their claims pursuant to the right of dissent. Dissenting API shareholders should consult their own tax advisors.

API Shareholders Not Resident in Canada.

The following portion of the discussion is applicable to API shareholders who, for purposes of the Canadian Tax Act and any applicable tax treaty or convention and at all relevant times (i) have not been, are not and will not be resident or deemed to be resident in Canada at any time while they have held API common shares or will hold exchangeable shares or Rubincon common stock; (ii) deal at arm’s length and are not affiliated with API, RVI Sub, Rubincon Holdco and Rubincon; and (iii) do not use or hold, are not deemed to use or hold and will not use or hold the API common shares, exchangeable shares or Rubincon common stock in the course of carrying on a business (including an insurance business) in Canada. (“Non-resident Holders”).

Exchange of API Common Shares and Exchangeable Shares. An API shareholder who is not a resident in Canada for whom API common shares are not “taxable Canadian property” will not be subject to tax under the Canadian Tax Act on the exchange of API common shares for shares of Rubincon common stock pursuant to the arrangement. Generally, API common shares will not be “taxable Canadian property” to an API shareholder who

is not a resident in Canada; provided that the shares are listed on a prescribed stock exchange (which includes the Frankfurt Stock Exchange, an exchange where the API common shares are currently listed). Even if the API common shares are taxable Canadian property of an API shareholder who is not a resident in Canada, the holder nonetheless may be exempt from tax under an applicable income tax convention. For example, under the Tax Treaty, capital gains incurred by a U.S. resident on the disposition of shares of a Canadian resident corporation may be exempt from Canadian income tax where the shares do not derive their value principally from real property situated in Canada, within the meaning of the Tax Treaty. Absent such an exemption, these transactions will give rise to capital gains or capital losses as described above under “API Shareholders Resident in Canada — Exchange of API Common Shares for Exchangeable Shares and Ancillary Rights Where No Election is Made under Section 85 of the Canadian Tax Act.”, “Exchange by Rubincon or Rubincon Holdco of Exchangeable Shares for Rubincon Common Stock” and “Taxation of Capital Gains and Capital Losses” In addition, as the API common shares are excluded property by virtue of being listed on a prescribed stock exchange (as set out in the regulations of the Canadian Tax Act) Non-resident Holders will generally not be required to obtain a certificate under section 116 of the Canadian Tax Act in connection with the dispositions of the API common shares contemplated by these transactions. Non-resident Holders are urged to consult their own tax advisors.

Dividends on Exchangeable Shares. Dividends paid or deemed to be paid on the exchangeable shares are subject to non-resident withholding tax under the Canadian Tax Act at the rate of 25%, although such rate may be reduced under the provisions of an applicable income tax treaty or convention. For example, under the Tax Treaty, the rate is generally reduced to 15% in respect of dividends paid to a person who is the beneficial owner thereof and who is resident in the United States for purposes of the Tax Treaty.

A Non-resident Holder whose exchangeable shares are redeemed by RVI Sub (either under redemption rights or pursuant to the retraction rights) may be deemed to receive a dividend as described above under “—Shareholders Resident in Canada—Redemption of Exchangeable Shares.” Any such deemed dividend will be subject to withholding tax as described in the preceding paragraph.

Dissenting Shareholders. API shareholders are permitted to dissent from the arrangement. A dissenting API shareholder will be entitled, in the event the transaction becomes effective, to be paid by API the fair value of the API common shares held by such holder determined as of the appropriate date. See “Description of the Transaction—Dissenting Shareholders’ Rights” on page 56. A dissenting shareholder will be considered to have received a dividend equal to the excess of the consideration received over the paid-up capital of such API common shares and to have received proceeds of disposition equal to the amount of such paid-up capital for the purpose of computing their capital gain, or in most instances, their capital loss. Any dividends realized by a dissenting API shareholder will be subject to Canadian withholding tax as described above. A certificate under section 116 of the Canadian Tax Act will be required in connection with the resulting disposition of the API common shares by any non-resident dissenting shareholder. Additional income tax considerations may be relevant to dissenting API shareholders who fail to perfect or withdraw their claims pursuant to the right of dissent. Dissenting API shareholders should consult their own tax advisors.

Canadian Federal Income Tax Considerations To API Optionholders

Introduction. The following summary is generally applicable to an individuals who (i) hold options to acquire API common shares; (ii) is or was an employee of API or any of its subsidiaries; and (iii) acquired his or her options in respect of, in the course of or by virtue of such employment.

API Option Holders Resident in Canada

The following portion of the summary is applicable to a holder of options to acquire API common shares, which we refer to in this section as API options, who, at all relevant times, is or is deemed to be resident in Canada for purposes of the Canadian Tax Act (“Canadian option holders”).

Exercise of API Options to Acquire API Common Shares. Canadian option holders who exercise their API options prior to the effective time of the arrangement will be subject to income tax consequences arising on such exercise which are not addressed in this summary and which may be relevant to the option holder’s decision whether to exercise his API options prior to such time. Canadian option holders who are considering the exercise of their API options should consult their own tax advisors to determine the tax consequences to them of the exercise.

Exchange of API Options for RVI Options. The terms of the arrangement provide that API options not exercised prior to the effective time of the arrangement will be exchanged for options to acquire shares of Rubincon common stock (which are referred to in this section as “Rubincon options”). A Canadian option holder who exchanges his option for a Rubincon option will not be considered to have disposed of the API option, and the Rubincon option will be deemed to be the same as, and a continuation of, the API option, provided that (i) the only consideration received by the holder on the exchange is a Rubincon option, and (ii) the difference between the total value of the shares of Rubincon common stock the holder is entitled to acquire under the Rubincon option immediately after the exchange and the total amount payable by the holder under the Rubincon option to acquire the shares of Rubincon common stock, is not greater than the difference between the total value of the API common shares the holder was entitled to acquire under the API option immediately before the exchange and the amount payable by the holder under the API option to acquire the API common shares. As the only consideration a Canadian option holder will receive on the exchange of such option will be a Rubincon option, and as API has advised counsel that the amounts referred to in (ii) above will be equal to each other, no disposition should arise on the exchange of a API option for a Rubincon option, and the Rubincon option should be deemed to be the same as, and a continuation of, the API option.

United States Federal Income Tax Considerations To API Shareholders

The following is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) and Non-U.S. Holders (as defined below, and together with U.S. Holders, “Holders”) who exchange API common shares for Rubincon common stock in the transaction. Except where noted, this summary deals only with Holders who hold their API common shares as capital assets, and does not represent a detailed description of the U.S. federal income tax consequences applicable to Holders who are subject to special treatment under the U.S. federal income tax laws, including Holders who are Special Taxpayers (defined below).

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the income tax regulations, proposed and final, issued under the Code, and judicial and administrative interpretations of the Code and regulations in each case as in effect and available as of the date of this document. These authorities may change at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. These authorities are also subject to various interpretations, and the U.S. Internal Revenue Service (the “IRS”) or the U.S. courts could later disagree with the explanations or conclusions contained in this summary.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of API common shares or Rubincon common stock, as the case may be, that, for U.S. federal income tax purposes, is:

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a citizen or resident of the U.S., including some former citizens or residents of the U.S.;

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a partnership or corporation created or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia;

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an estate if its income is subject to U.S. federal income taxation regardless of its source; or

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a trust if (i) it has validly elected to be treated as a United States person for U.S. federal income tax purposes or (ii) if a U.S. court can exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions.

A “Non-U.S. Holder” is a beneficial owner of API common shares or Rubincon common stock other than a U.S. Holder.

The tax consequences to the following parties (“Special Taxpayers”) are not addressed in this summary:

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persons that may be subject to special tax treatment such as financial institutions, real estate investment trusts, tax-exempt organizations, qualified retirement plans, individual retirement accounts, regulated investment companies, insurance companies, and brokers and dealers or traders in securities or currencies;

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API optionholders and persons who acquired API common shares pursuant to an exercise of employee stock options or rights or otherwise as compensation;

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persons having a functional currency for U.S. federal income tax purposes other than the U.S. dollar;

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persons that hold or will hold API common shares or Rubincon common stock as part of a position in a straddle or as part of a hedging or conversion transaction;

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persons that own, or are deemed to own, 5% or more, by voting power or value, of the outstanding stock of API or Rubincon; and

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persons subject to the alternative minimum tax.

U.S. Holders who do not maintain a substantial presence, permanent home or habitual abode in the U.S. or whose personal and economic relations are not closer to the U.S. than to any other country (other than Canada) may be unable to benefit from the provisions described herein of the Tax Treaty. These holders should consult their own tax advisors concerning the availability of benefits under the Tax Treaty.

No statutory, judicial, or administrative authority exists which directly addresses some of the U.S. federal income tax consequences of the issuance and ownership of instruments and rights comparable to the exchangeable shares and the related rights. Therefore, some aspects of the U.S. federal income tax treatment of the transaction, including the receipt and ownership of exchangeable shares and the exchange of exchangeable shares for shares of Rubincon common stock, are not certain. No advance income tax ruling has been sought or obtained from the IRS regarding any of the tax consequences of the transaction.

This summary does not address aspects of U.S. taxation other than U.S. federal income taxation, nor does it address all aspects of U.S. federal income taxation that may be applicable to particular holders. In addition, this summary does not address the U.S. state or local tax consequences or the tax consequences in jurisdictions other than the U.S. of the transaction.

YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISORS CONCERNING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY CONSEQUENCES TO YOU ARISING UNDER THE LAWS OF ANY OTHER TAXING REGIME OR JURISDICTION THAT MAY APPLY TO YOU, INCLUDING ESTATE, GIFT, STATE AND LOCAL TAX CONSEQUENCES.

Consequences to U.S. Holders

Exchange of API Common Stock for Rubincon Common Stock. It is anticipated that a U.S. Holder that receives Rubincon common stock in exchange for API common shares in the transaction generally will recognize gain or loss on the receipt of the Rubincon common stock. Such gain or loss will be equal to the difference between the fair market value of the Rubincon common stock at the time of the exchange and the U.S. Holder’s tax basis in the API common shares exchanged therefor. The gain or loss generally will be capital gain or loss. Capital gain or loss will be long-term capital gain or loss if the API common shares have been held for more than one year at the time of the exchange. The deductibility of capital losses is subject to limitations. The U.S. Holder will take as such holder’s tax basis in the Rubincon common stock the fair market value of the Rubincon common stock received by the U.S. Holder in the transaction, and such holder’s holding period will begin on the day after the U.S. Holder received the Rubincon common stock.

For United States federal income tax purposes, gain realized on the exchange of API common shares for Rubincon common stock generally will be treated as United States source gain, except that, under the terms of the Tax Treaty, such gain may be treated as sourced in Canada. Any Canadian tax imposed on the exchange generally will be available as a credit against United States federal income taxes, subject to applicable limitations. A U.S. Holder that is ineligible for a foreign tax credit with respect to any Canadian tax paid may be entitled to a deduction therefor in computing United States taxable income.

Sale or Exchange of our Common Stock. A U.S. Holder who sells shares of Rubincon common stock for cash or exchanges such shares for other property generally will recognize gain or loss on such sale measured by the difference between the cash sale price of such shares or the fair market value of the property received in exchange for such shares and the U.S. Holder’s tax basis in such shares. The gain or loss will be capital gain or loss and will be long-term capital gain or loss if such shares have been held as capital assets for more than one year at the time of the sale or exchange.

Distributions on Rubincon Common Stock. A U.S. Holder of Rubincon common stock generally will be required to include in gross income as dividends amounts paid on the Rubincon common stock to the extent paid out of the current or accumulated earnings and profits of Rubincon, as determined under United States federal income tax principles. Subject to certain conditions and limitations (including minimum holding periods) such dividends should be taxed at a rate of 15 percent for individuals and certain trusts and estates.

Dissenters. A U.S. Holder who exercises such holder’s right to dissent from the transaction will recognize gain or loss on the exchange of such holder’s API common shares for cash in an amount equal to the difference between the amount of cash received and such holder’s basis in the API common shares exchanged. Such gain or loss will be capital gain or loss if the API common shares were held as capital assets at the time of the effective time of the transaction, and will be long-term capital gain or loss if the API common shares have been held for more than one year at the time of the transaction.

Passive Foreign Investment Company and Controlled Foreign Corporation Considerations. For United States federal income tax purposes, a foreign corporation (hereinafter, the “tested corporation”) generally will be classified as a passive foreign investment company, known as a “PFIC,” for any taxable year during which either (i) 75 percent or more of its gross income is passive income (as defined for United States federal income tax purposes) or (ii) on average for such taxable year, 50 percent or more of its assets produce or are held for the production of passive income. For purposes of applying the foregoing tests, the assets and gross income of corporations with respect to which the tested corporation owns at least 25 percent of the value of the stock will be attributed to the tested corporation.

While there can be no assurance with respect to the classification of API as a PFIC, API believes that it did not and will not constitute a PFIC during its taxable years ending prior to consummation of the transaction. At the present time, API and Rubincon intend to endeavor to cause API to avoid PFIC status in the future, although there can be no assurance that they will be able to do so or that their intent will not change.

If API were a PFIC at any time during a particular U.S. Holder’s holding period for its API common shares, and the U.S. Holder had not made an election to treat API as a qualified electing fund (a “QEF”) under Section 1295 of the Code (a “QEF Election”), then any gain recognized by a U.S. Holder upon the exchange of API common shares for Rubincon common stock or cash, may be recharacterized as ordinary income and be subject to the payment of an interest charge.

If API is a PFIC during a U.S. Holder’s holding period for such holder’s API shares, and the U.S. Holder does not make a QEF Election, then (1) the U.S. Holder would be required to allocate income recognized upon receiving certain excess dividends with respect to, and gain recognized upon the disposition of, such U.S. Holder’s exchangeable shares (including upon the exchange of API shares for shares of Rubincon common stock) ratably over the U.S. Holder’s holding period for such API shares, (2) the amount allocated to each year

other than (x) the year of the excess dividend payment or disposition of the exchangeable shares or (y) any year prior to the beginning of the first taxable year of API for which it was a PFIC, would be subject to tax at the highest rate applicable to individuals or corporations, as the case may be, for the taxable year to which such income is allocated, and an interest charge would be imposed upon the resulting tax attributable to each such year (which charge would accrue from the due date of the return for the taxable year to which such tax was allocated), and (3) amounts allocated to periods described in (x) and (y) will be taxable to the U.S. Holder as ordinary income.

If the U.S. Holder of exchangeable shares makes a QEF Election, then the U.S. Holder generally will be currently taxable on such holder’s pro rata share of API ordinary earnings and net capital gains (at ordinary income and capital gains rates, respectively) for each taxable year of API in which API is classified as a PFIC, even if no dividend distributions are received by such U.S. Holder, unless such U.S. Holder makes an election to defer such taxes. If API believes that it was a PFIC for a taxable year, it will provide U.S. Holders of exchangeable shares with information sufficient to allow eligible holders to make a QEF Election and report and pay any current or deferred taxes due with respect to their pro rata shares of API’s ordinary earnings and profits and net capital gains for such taxable year. U.S. Holders should consult their tax advisors concerning the merits and mechanics of making a QEF Election and other relevant tax considerations if API is a PFIC for any applicable taxable year.

If more than 50% of the voting power of all classes of stock or the total value of the stock of API is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of stock of the Company or the total value of the stock of the Company (“United States shareholder”), the Company could be treated as a “controlled foreign corporation” under Subpart F of the Code. This classification would result in many complex consequences including the required inclusion into income by such United States shareholders of their pro rata shares of “Subpart F income” (as specially defined by the Code) of the Company and the Company’s earnings invested in United States property and previously excluded Subpart F withdrawn from certain types of investments (as specifically defined by the Code).

The foregoing summary of the possible application of the PFIC and CFC rules to API and the U.S. Holders of API common shares is only a summary of material aspects of those rules. Because the United States federal income tax consequences to a U.S. Holder of API common shares under the PFIC and CFC provisions are significant, U.S. Holders of API Common Shares are urged to discuss those consequences with their tax advisors.

Consequences to Non-U.S. Holders

A Non-U.S. Holder generally will not be subject to United States federal income tax on gain (if any) recognized on the receipt of the exchangeable shares or Rubincon common stock, on the sale or exchange of the exchangeable shares, or on the receipt of or sale of shares of Rubincon common stock unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or, if a tax treaty applies, is attributable to a permanent establishment of the Non-U.S. Holder in the United States; (ii) such gain is recognized by a Non-U.S. Holder who is an individual and the Non-U.S. Holder is present in the United States for 183 days or more during the taxable year of disposition or other conditions set forth in the Code are met; or (iii) in the case of the sale or exchange of Rubincon common stock, Rubincon is or has been a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes.

Rubincon does not believe that it is and does not anticipate becoming a USPRHC. If Rubincon nevertheless constitutes a USRPHC at the relevant time, a Non-U.S. Holder who at no time actually or constructively owned more than 5% of Rubincon common stock generally would not be subject to U.S. federal income or withholding tax on the relevant gain or the proceeds of sale, provided that Rubincon common stock was regularly traded on an established securities market within the meaning of the applicable regulations.

Dividends received by a Non-U.S. Holder with respect to the exchangeable shares should not be subject to United States withholding tax, and Rubincon and API do not intend that RVI Sub will withhold any amounts in respect of such tax from such dividends. However, no statutory, judicial or administrative authority exists that directly addresses the U.S. federal income tax treatment of dividends on the exchangeable shares. There is some possibility that the IRS may assert that United States withholding tax is payable with respect to dividends paid on the exchangeable shares to Non-U.S. Holders. In such case, holders of exchangeable shares could be subject to United States withholding tax at a rate of 30 percent, which rate may be reduced by an income tax treaty in effect between the United States and the Non-U.S. Holder’s country of residence. This reduction would result in a withholding tax of 15 percent on dividends paid to residents of Canada under the Tax Treaty. A Non-U.S. Holder will be required to satisfy certification requirements to claim treaty benefits or otherwise claim a reduction of, or exemption from, the U.S withholding tax described above.

Dividends paid to Non-U.S. Holders with respect to the Rubincon common stock generally will be subject to United States withholding tax at a rate of 30 percent, which rate may be subject to reduction by an applicable income tax treaty. This reduction would result in a withholding tax of 15 percent on dividends paid to residents of Canada under the Tax Treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (or, where a tax treaty applies, are attributable to a U.S. permanent establishment of the Non-U.S. Holder) are not subject to withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, those dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a U.S. person as defined under the Code. Any effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. Holder will be required to satisfy certification requirements to claim treaty benefits or otherwise claim a reduction of, or exemption from, the U.S withholding tax described above.

Information Reporting and Backup Withholding

In general, information reporting requirements may apply to the amount of dividends paid to a Holder on exchangeable shares or Rubincon common stock or to the proceeds received by a Holder from the sale or exchange of API common stock in the transaction, unless the Holder is eligible for an exemption. Backup withholding may be imposed (currently at a 28% rate) on the above payments if a Holder (i) fails to provide a taxpayer identification number or certification of exempt status or (ii) fails to report in full dividend and interest income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

AMENDMENT OF RUBINCON’S CERTIFICATE OF INCORPORATION

Background and Reasons

As a condition to the closing of the combination agreement, the Rubincon’s certificate of incorporation must be amended to (a) change the name of Rubincon to “API Nanotronics Corp.” and (b) authorize the issuance of a new series of special voting stock (“Special Voting Stock”) which will provide the mechanism for the holders of exchangeable shares to vote as if the shares had been exchanged for Rubincon common stock.

Amendment

Name Change. The purpose of the change of name is to reflect the amalgamation of API and Rubincon. Given that Rubincon does not now have an active, operating business, the present name of Rubincon has no goodwill. Additionally, given the limited trading in the stock of Rubincon that has occurred prior to the proposed transactions being announced, the change of name should not have a significant impact on the holders of Rubincon common stock and any other people who follow Rubincon’s activities or stock. The change of name is merely reflective of Rubincon’s amalgamation with API and the desire of both companies to expand into the field of nanotechnology.

Authorization of Special Voting Stock. The proposed amendment to Rubincon’s certificate of incorporation provides for a new series of Rubincon special stock designated “Special Voting Stock.” The designation of the series is set forth as follows:

Section 4.B. The distinguishing designation of the Special Voting Stock including the powers, preferences, rights, qualifications, limitations and restrictions are as follows:

1. DIVIDENDS. Neither the holder nor, if different, the owner of the Special Voting Share shall be entitled to receive dividends in its capacity as holder or owner thereof.

2. VOTING RIGHTS. Subject to paragraph 6 hereof, the holder of record of the Special Voting Share shall be entitled to all of the voting rights, including the right to vote in person or by proxy, of the Special Voting Share on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of the Corporation at a meeting of the shareholders or in connection with a consent of the shareholders.

3. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holder of the Special Voting Share shall be entitled to receive out of the assets of the Corporation available for distribution to the shareholders, an amount equal to $0.01 before any distribution is made on the common stock of the Corporation or any other stock ranking junior to the Special Voting Share as to distribution of assets upon liquidation, dissolution or winding-up.

4. RANKING. The Special Voting Share shall, with respect to rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock of the Corporation and (ii) junior to any other class or series of capital stock of the Corporation.

5. REDEMPTION. The Special Voting Share shall not be subject to redemption, except that at such time as no exchangeable shares (“Exchangeable Shares”) of RVI Sub, Inc. (other than Exchangeable Shares owned by the Corporation and its affiliates) shall be outstanding, and no shares of stock, debt, options or other agreements which could give rise to the issuance of any Exchangeable Shares to any person (other than the Corporation and its affiliates) shall exist, the Special Voting Share shall automatically be redeemed and canceled, for an amount equal to $0.01 per share due and payable upon such redemption. Upon any such redemption or other purchase or acquisition of the Special Voting Share by the Corporation, the Special Voting Share shall be deemed retired and may not be reissued.

6. OTHER PROVISIONS. Pursuant to the terms of the certain Voting and Exchange Trust Agreement to be dated , 2006 by and among the Corporation, RVI Sub, Inc. and Equity Transfer & Trust Company, as such agreement may be amended, modified or supplemented from time to time (the “Trust Agreement”):

(a) During the term of the Trust Agreement, the Corporation may not, without the consent of the holders of the Exchangeable Shares (as defined in the Trust Agreement), issue any shares of its Special Voting Stock in addition to the Special Voting Share;

(b) the Special Voting Share entitles the holder of record to a number of votes at meetings of holders of common shares of the Corporation equal to the number of Exchangeable Shares outstanding from time to time (other than the Exchangeable Shares held by the Corporation and its affiliates);

(c) the Trustee (as defined in the Trust Agreement) shall exercise the votes held by the Special Voting Share pursuant to and in accordance with the Trust Agreement;

(d) the voting rights attached to the Special Voting Share shall terminate pursuant to and in accordance with the Trust Agreement; and

(e) the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of such Special Voting Share shall be otherwise provided in the Trust Agreement.

The one share of Special Voting Stock will be deposited with the Trustee pursuant to the Voting and Exchange Trust Agreement. The Trustee will have the right to vote the Special Voting Stock pursuant to that agreement. See, “The Companies After the Transaction — Voting and Exchange Trust Agreement.”

Timing

The amendment to Rubincon’s certificate of incorporation shall only be filed and become effective if the transaction with API is approved by the shareholders of Rubincon and API and the Ontario Superior Court of Justice. If the combination agreement is terminated, the above amendment to Rubincon’s certificate of incorporation shall not be filed and shall not become effective, notwithstanding approval of such amendment by the stockholders of Rubincon.

DETAILED INFORMATION ABOUT THE COMPANIES

INFORMATION WITH RESPECT TO RUBINCON VENTURES INC.

Description Of Business

Historical Overview of Rubincon

Rubincon was incorporated on February 2, 1999 under the laws of the State of Delaware. Rubincon has no subsidiaries and no affiliated companies other than shell subsidiaries formed to implement the transaction with API. Rubincon has not been in bankruptcy, receivership or similar proceedings since its inception. Rubincon has not been involved in any material reclassification, merger, consolidation or purchase or sale of any significant assets not in the ordinary course of business. Rubincon’s executive offices are located at 1313 East Maple Street, Bellingham, Washington 98225 (Tel: 360-865-4240) (Fax: 360-865-4222). Rubincon currently has no operations.

On March 16, 2006, Rubincon entered into a Letter of Intent (“LOI”) with API which through its wholly-owned subsidiaries, is engaged in the manufacture of electronic components and systems for the defense and communications industries. The LOI provided that API and Rubincon would enter into the business combination whereby API will become a wholly-owned subsidiary of Rubincon. Rubincon has formed an Ontario subsidiary and API will be combined with that company (“RVI Sub”) pursuant to a court approved Plan of Arrangement. The holders of shares of common shares of API will receive 10 exchangeable shares of RVI Sub for each share of API common stock, or at the shareholder’s option, 10 shares of Rubincon common stock. Each exchangeable share of RVI Sub will be exchangeable at the option of the holder any time within a ten year period into one share of Rubincon common stock. Exchangeable shares of RVI Sub will be automatically exchanged for shares of Rubincon common stock after ten years or sooner, if the holders or Rubincon exercise certain call rights. The consummation of the transaction is subject to the execution by the parties of definitive agreements reflecting the transactions, SEC release of this joint proxy statement made to obtain the required shareholder approvals and a registration statement covering shares of common stock Rubincon to be exchanged for exchangeable shares of RVI Sub, and approval of the shareholders of both API and Rubincon. The management of RVI Sub and Rubincon will be same as the current management of API and the members of the Board of Directors of API will constitute a majority of the members of the Boards of Directors of RVI Sub and Rubincon after the transaction.

Rubincon also intends to pursue acquisitions in the nanotechnology field. To this end, Rubincon has entered into a consulting arrangement with Professor Martin Moskovits, a Professor of Physical Chemistry and the Dean of the Division of Mathematical and Physical Sciences, in the College of Arts and Letters at the University of California Santa Barbara. Mr. Moskovits has been engaged to identify an acquisition or acquisitions for Rubincon involving nanotechnology. The consulting arrangement with Professor Moskovits is for a term of one year and is extendable upon the mutual agreement of the parties.

From inception through December 2005, Rubincon was engaged in the exploration of mineral properties. Originally Rubincon acquired the mineral rights to a claim, called “Rubincon”, located in the Zeballos mining area of British Columbia but due to the terrain of the claim, management decided to allow the claim to lapse on February 28, 2002 and no longer has any interest in the property.

On February 7, 2000 Rubincon acquired, by way of staking, the “Bridge” mineral claim. The Bridge claim comprised 18 units and is located in the Bralorne mining area of British Columbia, Canada. The land itself is owned by the Province of British Columbia but Rubincon had the rights to the various minerals on the claim except for coal which has to be applied to under another licensing agreement. Rubincon did not apply for any coal reserves, if any, on the Bridge claim. No ore body was been discovered on the Bridge claim and no substantial exploration was been done on it other than as described below. The Bridge claim lapsed in December 2005.

History of the Bridge Property

Exploration of the Bridge Claim

The Bridge claim was identified and staked by Rubincon on February 7, 2000. This claim comprised 18 units totaling 1,235 acres. The claim is located by traveling approximately 2.3 miles east of Gold Bridge, B.C., Canada on the northern shore of Carpenter Lake and approximately 3.5 miles down the McDonald Creek trail to McDonald Lake.

Exploration History and Previous Work

The area presently covered by the Bridge claim was explored in the mid-1930’s, when the area was covered by the Norma claim. A short adit, the Norma adit, was driven along a strike fault or vein paralleling the north-south formation strike, in an area of intense quartz-carbonate alternation. Other exploration in the immediate surrounding area during the 1930’s included exploration 1.25 miles north of the Norma adit and the Reliance gold-antimony prospects, located approximately 1.56 miles northeast of the Norma adit.

In the mid-1980’s, the area was covered by the Norma and Big Apple claims. This area received further exploration attention, in conjunction with exploration activity in the Bralorne area as a whole. This attention relates to the increase in gold prices at the time. This work succeeded in detecting areas of anomalous gold, arsenic and silver in the soil and several geophysical conductors.

Rubincon engaged in the following exploration activities relative to the Bridge claim.

Assessment work for 2001

The objective of this exploration work was to undertake a physical work program in order to establish two separate grid systems in preparation for a geophysical survey. During this exploration program a total amount of approximately $1,400 was expended.

Work on the north grid system was as follows:

A general topographical reconnaissance was carried out to determine the best grid layout due to the extreme topography. Baseline stations 0 + 000 N was located 450 feet east of the Legal Corner Post for the claim. The baseline was oriented at azimuth 360 degrees and horizontally chained and flagged every 30 feet. Grid station X-lines were established every 90 feet from 0 + 000 N to 0 + 720 N totaling 2,160 feet of baseline.

Work on the west grid system was as follows:

A topographical reconnaissance was carried out to determine the grid layout. The baseline was located approximately 2,250 feet up the MacDonald Creek from the road. The baseline was oriented at azimuth 270 degrees and horizontally chained and flagged every 30 feet. Grid station X-lines were established every 90 feet from station 0 + 000 W to 0 + 0510 N; totaling 1,530 feet of baseline.

This exploration program required two men each working 4 days to complete.

Assessment work for 2002

The grid system established in 2001 was extended in anticipation of a future soil sampling program. During 2002 assessment program the baseline was established at 0 + 700B to 0 + 900 N with the grid sample lines being as follows:


0 + 690N to 0 + 400E		1,200 feet
0 + 720N to 0 + 365E		1,100 feet
0 + 750N to 0 + 450E		1,350 feet
0 + 780N to 0 + 420E		1,260 feet
0 + 810N to 0 + 415E		1,245 feet
0 + 840N to 0 + 410E		1,230 feet
0 + 870N to 0 + 430E		1,290 feet
0 + 900N to 0 + 440E		1,320 feet

There was a total of 10,950 feet of grid line established during this exploration program. Rubincon’s objective was to undertake a soil sampling program during the first and second calendar quarters of 2003 to determine areas of high concentration of mineralization.

Assessment work for 2003

On January 24, 2003, Rubincon undertook a surveillance of the claim by walking the lower part where the grid system had been established during the last several years. This procedure was performed to determine what the conditions were like on the Bridge claim due to snow and ice conditions being present. From this observation, the consultant was able to determine what equipment was required, being snowshoes, snow mobiles, etc., and assisted in forming a strategy for the balance of the week.

On January 26th Rubincon mobilized its initial exploration efforts by walking the grid system and using a magnetometer every 10 meters (30 feet). A magnetometer is an instrument for measuring magnetic intensity. In ground magnetic prospecting, it is an instrument for measuring the vertical magnetic intensity and for detecting magnetic anomalies and magnetic gradients in rock formation. In other words, it is an instrument which will show unusual formation where high concentration of mineralization might occur.

Basically, upon reaching the 30 foot site, the information shown on the magnetometer and the grid location was recorded in a notebook for future charting. The process of using the magnetometer over the grid system took three full days.

On January 29th, 2003, Rubincon hired an electromagnetic instrument for assisting in the prospecting process. This instrument is used as a geological method employing the generation of electromagnetic waves at the Earth’s surface. When the waves penetrate the Earth and impinge on a conducting formation or ore body, they induce currents in the conductors, which are the source of new waves radiated from the conductors and detected by the instrument at the surface.

Again, the reading from this instrument was recorded every 30 feet on the grid system. The process took three days to complete.

The actual summation of the data obtained from the magnetometer and electromagnetic needed to be reviewed by a geophysicist to determine if any favorable findings occurred.

Assessment work for 2004

After the year-end, on February 3, 2004, Rubincon purchased PAC (Portable Assessment Credits) grants in the amount of $3,194 to be applied against the Bridge claim to maintain it in good standing. With snow conditions, no work could be done on the Bridge at the time the assessment work was due for filing. The PAC grants were applied to the Bridge claim in lieu of work done on the property. The billable portion of this (30%) plus federal taxes was $1,025. Filing fees to the Ministry of Finance of $172 made a total of $1,197. This maintained the Bridge in good standing until December 27, 2004.

Assessment work for 2005

Rubincon undertook a prospectus and mapping program on the Bridge where certain samples were obtained for subsequent laboratory testing. The cost of undertaking this exploration program was $3,073 including recording with the Ministry of Energy and Mines for British Columbia. The Company undertook limited additional work on the Bridge claim during 2005. The Bridge claim lapsed on December 27, 2005.

Proposed Business Plans

Rubincon has not engaged in or spent any money on any research and development activities over the past two fiscal years.

Rubincon has generated no revenue from the exploration of its mineral property and currently have no operations. Rubincon is a shell company as defined in Section 12b-2 of the Securities Exchange Act of 1934 and is seeking the acquisition of an operating company. Rubincon expects the business combination with API to be consummated during 2006. If the business combination with API is consummated, Rubincon will no longer be a shell company. In addition, to the business combination, Rubincon is seeking to make acquisitions in the nanotechnology industry.

In the event that the business combination is not consummated, Rubincon will pursue other opportunities to acquire an operating company. Rubincon has no limitations on the type of operating company or assets Rubincon might acquire. Rubincon may structure a transaction that would not require shareholder approval.

Rubincon has sufficient capital to consummate the transaction with API contemplated by the combination agreement. However, in the event that transaction is not consummated and Rubincon seeks another opportunity, Rubincon may need additional financing to complete an acquisition. During 2005 Rubincon raised gross proceeds of $106,177 from the sale of 11,325,584 shares of common stock for $0.009375 per share (after adjusting for the two four-for-one stock splits that occurred later that year) that were registered with the Securities and Exchange Commission (“SEC”) on Form SB-2 which was declared effective by the SEC on September 10, 2004. Of such proceeds $50,500 was cash and the balance of the proceeds represented shares issued in exchange for the satisfaction of debt. The offering closed on March 3, 2005. Rubincon sold 5,000,000 shares of common stock for $5,000,000 in a private placement that closed in February 2006. The purpose of this capital is to fund an acquisition, which Rubincon intends to be in the nanotechnology field. Rubincon may obtain financing from financial institutions or from the sale of additional shares of common stock, but there can be no assurance that Rubincon will be successful in obtaining additional capital from the sale of Rubincon’s capital stock or in otherwise raising substantial capital to effect an acquisition.

On July 14, 2006, Rubincon entered into a non-binding letter of intent for a proposed transaction with National Hybrid, Inc. (“Hybrid”) and Pace Technology, Inc. (“Pace”). The letter of intent contemplates the purchase by Rubincon of all of the capital stock of Hybrid and Pace from the Estate of Ben Pace. As part of the transaction the letter of intent contemplates Rubincon entering into a lease of the facilities of Hybrid located in Ronkonkoma, New York and Islip, New York on a triple net basis with an option to purchase one or both facilities for the market value at the time of purchase. Rubincon also would assume the lease for Pace’s facilities in Florida in the proposed transaction. The closing of the transaction is expected to occur after the closing of the pending combination of Rubincon and API, but not later than November 30, 2006. Rubincon has not completed its due diligence with respect to the proposed transaction. The contemplated transaction is subject to Rubincon’s satisfactory completion of its due diligence investigation and the parties agreeing to, executing and delivering definitive agreements necessary to consummate the proposed transactions.

Other Matters

Rubincon common stock was qualified and first quoted on the system of the National Association of Securities Dealers, Inc. (“NASD”) known as the OTC Bulletin Board (the “OTCBB”) in November 2005. There was only one trade in November, 2005 and Rubincon common stock did not start trading after that until March 2006. If the proposed business combination with API is consummated or if not, in the event Rubincon acquire another operating company or business, Rubincon may apply for its common stock to be quoted on small cap NASDAQ or other national securities exchange. There is no assurance its shares will continue to be quoted on the OTCBB or will ever be quoted on NASDAQ or listed on a stock exchange.

Rubincon has one officer, who is its Chief Executive Officer, President, Chief Financial Officer, Secretary, and Treasurer, and is also a director on its Board. Rubincon has one other director. The sole officer does not devote substantial time to Rubincon’s business. Rubincon has no full time or part time employees.

Financial Information about Segments:

Rubincon has operated solely in Canada in one operating segment, mineral exploration.

Description Of Properties

Rubincon has no property. Rubincon’s chief executive office and principal place of business is located at 1313 East Maple Avenue, Bellingham, Washington 98225. The space is provided to Rubincon free of charge by a business associate of Rubincon’s former officers on a month to month basis. Rubincon’s rights to the Bridge claim lapsed on December 27, 2005.

Rubincon has not generated any revenue from operations during the last three fiscal years. Rubincon has entered into the LOI and plans to effect a business combination with API. If the business combination is not consummated, then Rubincon plans to acquire another operating company. Other than the LOI with API and its alternative plans, which are general in nature, Rubincon has no plans to acquire any plant or equipment in the immediate future. Other than in connection with the API transaction, Rubincon does not plan to increase the number of employees during the next twelve months.

Legal Proceedings

There are no material legal proceedings to which Rubincon is a party or to which its property is subject, nor to the best of Rubincon’s management’s knowledge are any material legal proceedings contemplated.

Market Price of and Dividends on the Rubincon’s Common Equity and Related Matters

Market Information

Rubincon’s common stock qualified for quotation in the over-the-counter market on the OTC bulletin board (“OTCBB”) under the symbol RBCV in November 2005. The OTCBB is operated by NASDAQ. Prior to November, 2005 there was no established trading market for Rubincon common stock. There was one trade of Rubincon common stock in November 2005 at a price of $1.20. There were no other trades in Rubincon’s common stock until March 7, 2006.

The following table sets forth the reported high and low bid prices of Rubincon’s common shares for each quarter as reported by the NASDAQ on the OTCBB for the fiscal periods indicated (the common stock commenced trading on the OTCBB in November 2005 but only one trade occurred between then and March 7, 2006). Such over-the-counter market quotations are based on high and low bid prices and reflect inter- dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. The source of the information in the table is otcbb.com. During August 2005, Rubincon completed a four-for-one common stock split and during October 2005, Rubincon completed a second four-for-one common stock split. The bid prices set forth below reflect the bids subsequent to both stock splits.

Filing Compare · API ELECTRONICS GROUP INC