VRB Power Systems Appoints Special Committee to Explore Strategic Alternatives and Files Preliminary Prospectus for Rights Offering



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/
    

    RICHMOND, BC, Aug. 27 /CNW/ - VRB Power Systems Inc. (TSX-V: VRB) ("VRB
Power" or the "Corporation"), a world leader in innovative energy storage
solutions, announced today that it has filed a preliminary short form
prospectus in each of the provinces of Canada other than Québec in connection
with a distribution to its shareholders of rights exercisable for units of the
Corporation (the "Rights Offering"). Under the Rights Offering, holders of
common shares of the Corporation as of the record date (to be established)
will receive one right ("Right") for each common share held. The Rights will
entitle the holder thereof to purchase units ("Units") of the Corporation at a
price per Unit to be determined at the time of filing the final prospectus for
the Rights Offering. Each Unit consists of one common share of the Corporation
and one-half of one common share purchase warrant. The record date, exercise
price, expiry date and warrant expiry date will be determined and announced at
the time of the filing of the final short form prospectus.
    Holders who fully exercise their Rights under the Rights Offering will be
entitled to subscribe for additional Units, if any, that were not subscribed
for on or before the expiry date.
    The Corporation is seeking to raise up to $7.5 million under the Rights
Offering. The Corporation is undertaking the Rights Offering in order to allow
its existing shareholders to provide funding to address the Corporation's
immediate need for funds for ongoing operations. The Corporation expects to
use the net proceeds from the Rights Offering predominantly for general
working capital purposes.
    The Rights Offering and the issuance of the securities related thereto
are subject to regulatory approval, including approval of a final prospectus
for the offering as well as TSX Venture Exchange approval.
    Research Capital Corporation has been engaged by the Corporation as the
Dealer-Manager for the Rights Offering.
    In addition to the Rights Offering, as a result of a review of its
operations, the board of directors of the Corporation has established a
special committee of independent directors to oversee a process to actively
identify and consider all strategic alternatives that may be available to the
Corporation with the objective of stabilizing its operations and seeking to
enhance shareholder value. The Board and the Special Committee intend to
explore a full range of strategic alternatives, including soliciting offers
for the sale, merger or other business combination of the Corporation,
alliances with strategic partners, private and public debt or equity financing
alternatives, the sale or licensing of the Corporation's technology or a
substantial reorganization of the Corporation's business, among other things.
The Rights Offering is being undertaken to provide funding to allow the
Corporation to continue its operations while all such alternatives are being
considered and implemented.
    At present, the Corporation has not entered into any agreement or
arrangement to affect any such transaction and there can be no assurance that
the Corporation will identify or be able to negotiate or carry out any such
transaction. Further information will be provided if the Corporation intends
to propose or pursue any such transaction.
    This press release and any related press materials is not an offer of
securities for sale in the United States, and the securities described in this
release or such materials may not be offered or sold in the United States
absent registration or an exemption from registration. Although no public
offering in the United States is being made, if any public offering of
securities were to be made in the United States, it would be made by means of
a prospectus that would be obtainable from the company and that would contain
detailed information about the company and management, as well as financial
statements.

    ABOUT VRB POWER:
    ----------------
    Headquartered in Richmond, British Columbia, VRB Power is an energy
storage technology developer that is marketing, selling and manufacturing
products utilizing the patented VRB Energy Storage System ("VRB-ESS(TM)"). The
VRB-ESS(TM) is an advanced flow battery technology that can economically store
and supply large amounts of electricity on demand and is focused on stationary
applications. It is a long life, cost effective, low maintenance, efficient
technology that allows for the scalability of power and storage capacity
independently. The VRB-ESS(TM) is particularly beneficial to renewable energy
providers, utilities and end users through its ability to "inventory"
electricity, allowing for the optimal match of supply and demand.

    This news release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to buy or the
solicitation of an offer to sell common shares of VRB Power.

    Caution regarding forward-looking statements: This press release may
contain forward-looking statements. These statements are based on management's
current expectations and beliefs, which are based on a number of assumptions
and subject to a number of known and unknown risks and uncertainties
(including, but not limited to, the assumptions and risk factors described in
VRB Power's Annual Information Form filed with the British Columbia Securities
Commission and available at www.sedar.com) that could cause actual results to
differ materially from those expressed or implied in forward-looking
statements contained in this press release.

    
    Neither the TSX Venture Exchange nor any other regulatory body has
    reviewed and therefore does not accept responsibility for the adequacy or
    accuracy of this release.
    





For further information:

For further information: Investor Relations, VRB Power Systems Inc.,
(604) 247-5001 Or visit the Corporation's website at www.vrbpower.com

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VRB POWER SYSTEMS INC.

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