POWAY, California SpaceDev (OTCB) has completed the acquisition of Starsys Research Corporation after each company obtained approval from over 98% of shares voting on the merger and unanimous approvals from both companies’ Board of Directors. The combined company is headquartered in California and maintains operating centers in California, Colorado and North Carolina, with over 50 active projects. It will have almost 200 employees dedicated to the design and manufacture of affordable and innovative space products for commercial, military and civilian government use.

“The merger of SpaceDev and Starsys represents a major milestone for our company and for our industry, and brings us to a new plateau in our corporate development” said Mark N. Sirangelo, Chief Executive Officer and Vice-Chairman of SpaceDev. “By combining the broad range of high tech space product development and production capabilities of Starsys with SpaceDev’s capabilities for designing and building high performance, low cost satellites, spacecraft and propulsion systems, we are creating a dynamic mid-sized company focused on filling the expanding need for affordable and rapid access to space.”

Starsys designs, engineers and manufactures mechanical systems, structures, and mechanisms that open, close, release, and move components on spacecrafts. This includes motion-control actuators, cover systems, deployment systems, and separation systems. Starsys’ components have been utilized with 100% operational success on over 200 missions, including the Mars Rover, Cassini, and Deep Impact. Starsys’ quality is exemplified by the Mars Rover missions, in which Starsys provided 25 mechanisms for each rover controlling almost everything that moves, including cameras, science experiments and the drive mechanisms that allow the rovers to roam the Martian surface. All of these mechanisms have functioned beyond their design life, enabling earthbound scientists to explore the red planet.

Scott Tibbitts, Chairman and Chief Executive Officer of Starsys prior to the merger, said, “We believe this merger makes tremendous sense for our clients, shareholders and employees and we are delighted to join with SpaceDev in their exciting vision for the future of private industry in space.” Tibbitts added, “We are combining two successful, mission- driven organizations with similar corporate cultures, unified with a singular focus on the commercialization of space. “Scott Tibbitts will remain with the combined companies in the role of Managing Director and as a Director on the Board of Directors of SpaceDev. Robert Vacek, President of Starsys prior to the merger, will continue as the President of Starsys, Inc, a division of SpaceDev.

SpaceDev designs, manufactures, markets, and operates sophisticated micro- and nano-satellites, as well as, hybrid rocket propulsion systems for potential sub-orbital and orbital launch and transport systems, including prospective missions for cargo and safe human space flight. SpaceDev is a leader in developing satellite and hybrid propulsion technology that is safe, low-cost and can be rapidly developed and deployed. As part of the SpaceShipOne team, SpaceDev provided critical hybrid rocket technology and key components to Scaled Composites for the rocket engines and propelled SpaceShipOne to capture the Ansari X-Prize. SpaceDev’s first satellite, CHIPSat was an experimental NASA satellite developed under contract with UC Berkeley. CHIPSat was successfully launched in January of 2003 and continues to function today, beyond its designed mission life of 12 months.

Jim Benson, SpaceDev’s founding Chairman and Chief Technology Officer said, “This merger of SpaceDev and Starsys is one important step in the process of realizing our vision for SpaceDev. We are enthusiastic about building a larger organization that can address the growing needs of a market that is increasingly realizing the value of nimble entrepreneurial space companies. We believe this combination will provide SpaceDev with the ability to attract and successfully undertake bigger and more important projects.”

“This merger represents a unique opportunity to grow our capabilities, infrastructure, revenue and eventually profits,” said Richard Slansky, President and Chief Financial Officer of SpaceDev. “We continue to see growing interest and belief in our business model. SpaceDev has delivered almost three years of increasing revenue, with two years of operating profit and had net profits for the first nine months of 2005. We believe that by applying SpaceDev’s financial controls to Starsys, the combined entity will be a strong growing player in the mid-sized aerospace marketplace.”

About SpaceDev

SpaceDev (OTCBB: SPDV – News) is a high tech space development company that creates and sells affordable and innovative high tech space products and solutions to government and commercial enterprises. SpaceDev’s innovations include the design, manufacture, marketing and operation of sophisticated micro- and nano-satellites. SpaceDev designs and builds safe hybrid rocket motor propulsion systems for sub-orbital and orbital transportation systems for cargo and for human space flight. Upon founding SpaceDev in 1997, Jim Benson started the trend of successful computer entrepreneurs moving into the space development arena. For more information, visit www.spacedev.com.

Except for the factual statements made herein, the information contained in this news release consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words and expressions reflecting optimism and satisfaction with current prospects, as well as words as such “believe,” “intends,” “expects,” “plans,” “anticipa tes” and variations thereof, identify forward-looking statements, although their absence does not mean that a statement is not forward looking. Forward- looking statements are based on the Company’s current expectations. Such forward-looking statements are not guarantees of performance, and the Company’s actual results could differ materially from the Company’s current expectations based on many factors that are directly or indirectly related to the items discussed above. Factors directly related to the subject of this release that could cause or contribute to such differences include risks and uncertainties associated with the Company’s acquisition of Starsys Research Corporation, including (i) the Company’s ability to effectively integrate operations and effectively execute the business plan (ii) any loss of a major customer or rescheduling or cancellation of customer orders, (iii) the uncertainties in the government budgeting process, (iv) the combined company’s ability to control costs and expenses, (vi) the possibility of further cost overruns on fixed-price contracts, and (vii) the need for additional financing to support the combined business. Reference is also made to other factors set forth in the Company’s periodic reports filed with the Securities and Exchange Commission, including “Management’s Discussion and Analysis” and other sections of the Company’s most current Annual Report on Form 10-KSB and subsequent Quarterly Reports on Form 10-QSB. These forward-looking statements speak only as of the date of this release, and the Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release.


The Investor Relations Group


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