WATERLOO, ON, May 18 /CNW/ - ARISE Technologies Corporation (TSX: APV and Frankfurt: A3T), which is dedicated to becoming a leader in high-performance, high-quality, cost-effective solar technology, today announced the filing of a preliminary prospectus supplement to its September 29, 2009 base shelf prospectus in connection with a brokered offering of up to $10,000,000 of Units plus a 15% over allotment option (the "Offering"). Each Unit will consist of one common share and one common share purchase warrant. Pricing of the Units will be determined in the context of current market pricing. The share purchase warrants will expire two years following their issuance. ARISE has entered into an engagement letter with NCP Northland Capital Partners Inc. (formerly Sandfire Securities Inc.) ("NCP") to act as agent for the Offering along with Raymond James Ltd., which will be conducted on a "best efforts" basis and may include additional syndicate members.
Closing of the Offering is subject to final pricing and TSX approval. The proceeds of the offering will be used to provide EUR 5,000,000 (approximately C$6.5M) of working capital to ARISE's wholly owned German PV Cell subsidiary, to repay the bridge loan described below and for general corporate purposes.
In addition to other customary closing conditions to be set out in the agency agreement to be entered into in respect of the Offering, closing of the Offering will be subject to the Company and its wholly owned subsidiary ARISE Technologies Deutschland GmbH ("ARISE Germany") entering into an agreement with Commerzbank AG, in a form satisfactory to NCP acting reasonably, that confirms that upon payment of a portion of the proceeds from the Offering to ARISE Germany, the conditions of the Amending Agreement (as described in the preliminary prospectus supplement) relating to the injection of capital for working capital to support the start-up of line 2 will be satisfied.
On May 17, ARISE closed a US$1,785,000 bridge loan ("Loan") from Haverstock Master Fund, Ltd. and Trenrasp LLC (the "Lenders"). The purpose is to provide bridge financing and will be repaid out of the proceeds of the Offering or sale of any assets resulting in proceeds to ARISE in excess of $4,000,000.
The terms of the Loan include a 5% implementation fee and the issuance of warrants to purchase 1,500,000 ARISE common shares at a price of $0.50 for a period of five years. The number of warrants will be reduced to 1,000,000 if the Company can meet certain conditions. The Loan is interest free until the initial maturity date of July 15, 2010 and then will bear a 20% per annum interest rate until the final maturity date of November 15, 2010. The loan is secured with a general security agreement on the assets of the company. In the event that the Company does not repay the loan by July 15, 2010, the Lenders will then and only then have the option to convert the loan into ARISE common shares at up to a 20% discount to the preceding five day volume weighted average trading price on the TSX.
"We continue to work diligently to secure the long-term financing necessary to fund the continued growth of our PV cell operations in Germany with the start up of line 2 this quarter, as well as our expansion into the Ontario marketplace," said Vern Heinrichs, President and CEO of ARISE. "With the successful completion of this offering, we will enter the second half of 2010 on much stronger financial footing and be in a better position to continue to advance the strong progress we have made so far this year."
About ARISE Technologies
ARISE Technologies Corporation, based in Waterloo, Ontario, is dedicated to becoming a leader in high-performance, cost-effective solar technology. The company operates through three divisions. The PV Cell Division manufactures PV (photovoltaic) cells at its first manufacturing plant opened in April 2008 in Bischofswerda, Germany. The division is developing proprietary technology with a target of achieving a step-by-step progression to a high-efficiency level of greater than 20%. The PV Silicon Division is using a proprietary method to produce silicon at 7N+ high-purity (99.99999% purity) for PV cell applications, based on a simplified chemical vapor deposition process. The division is focusing on scaling up its process to provide ARISE with control over its supply, costs, and quality. The PV Systems Division has been providing PV solutions for solar farms and rooftop installations since 1996 throughout North America. ARISE is planning to expand its systems business in Ontario under the Ontario FIT (Feed-In Tariff) program.
The Company's shares are listed on the Toronto Stock Exchange under the symbol APV and on the Frankfurt Open Market Exchange under the symbol A3T. Additional information is available at www.arisetech.com and www.sedar.com.
Forward-Looking Statements and Risk Factors
Certain statements in this news release may be considered to be forward-looking. Such statements are based on management's current expectations, estimations, and assumptions based on experience, trends, and other factors that are subject to the significant risks and uncertainties described in our regulatory filings. Please refer to these. Such risks and uncertainties may include, but are not limited to, the effects of general economic conditions, changing foreign exchange rates, actions by government authorities, the requirement for additional capital, risks associated with manufacturing, industry supply levels, competitive pricing pressures and misjudgements in the course of preparing forward-looking statements.
Risk factors relating to ARISE are discussed in the Risk Factors section of ARISE's Annual Information Form and under the headings Liquidity and Capital Resources and Risk and Uncertainties in ARISE's year-end Management's Discussion and Analysis which are or will be available at www.sedar.com. These factors should be considered carefully, and readers should not place undue reliance on ARISE's forward-looking statements.
ARISE assumes no obligation to update any forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
SOURCE ARISE TECHNOLOGIES CORPORATION
For further information: For further information: ARISE Technologies Corporation, 65 Northland Road, Waterloo, Ontario, Canada, N2V 1Y8, Doug McCollam, Chief Financial Officer, (519) 772-5706, www.arisetech.com; Investor Relations: Glen Williams, The Equicom Group, (416) 815-0700 x272