Acorn Factor to Invest in GridSense through Private Placement

    MONTCHANIN, Del., Dec. 4 /CNW/ -- Acorn Factor, Inc. (OTC Bulletin Board:  
ACFN) announced today that it has agreed to invest C$1,100,000 in GridSense
Systems Inc. (GSN: TSXV) as the lead investor in a non-brokered private
placement financing for gross proceeds of up to C$1,700,000. The placement
consists of up to 24,825,714 units. Each unit entitles the holder to acquire
one share at C$0.07 and a warrant to purchase an additional common share at
C$0.10 per share for a period of six months from the date of issuance of the
Warrants. Upon completion of the private placement, Acorn will have acquired
and it will own 15,714,285 shares of GridSense's common stock, representing
24.52% of GridSense's issued and outstanding shares, and 15,714,285 warrants.
If Acorn exercises all of the warrants acquired in the placement, it would own
31,428,570 shares of GridSense's common stock, representing up to 39.37% of
GridSense's issued and outstanding shares.
    Net proceeds of the private placement will be applied towards
accelerating product enhancements, completing commercialization of new
products in the development pipeline, buttressing the sales and support
organization to meet increasing demand especially in the North American
market, expansion into the China marketplace, and general working capital.
    Lindon Shiao, CEO of GridSense, said, "Having delivered positive results
for its recently completed fiscal year, GridSense looks to profitably
accelerate growth in key strategic areas of the business including intelligent
grid monitoring and demand side control. With the completion of this private
placement, the company will be able to execute its plan faster and more
effectively with the participation of strategic investors like Acorn Factor."
    John A. Moore, President and CEO of Acorn Factor, commented, "GridSense
has everything we look for in a company. It has great management that has
built the business to profitability; a terrific portfolio of field proven
products with a solid base of reference customers and it is at an inflection
point because of the potentially large international opportunity. The world's
electrical grid is currently the largest and "dumbest" network. GridSense,
with its strong competencies in remote monitoring and control technologies,
provides unique tools and network intelligence to help utilities better and
more efficiently manage grid operations, provide demand response, and improve
quality and reliability of supply-areas that positively impact the industry
and are consistent with Acorn's energy investment theme. This investment is
also very complementary to our ownership in Comverge, Inc., a pioneer in load
aggregation and demand response in the USA."
    The closing of the private placement is subject to approvals by GridSense
shareholders and the TSX Venture Exchange.
    The securities issuable in the private placement have not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under securities laws of
any such state.
    About GridSense Systems Inc.
    GridSense Systems Inc. (GSN: TSXV) is an industry leader in providing
remote monitoring and control systems to electric utilities and industrial
facilities worldwide. The company's offerings, developed in collaboration with
utilities, provide superior power quality/reliability monitoring and demand-
side management capabilities. Electric companies deploy these systems
primarily in metropolitan, suburban, and rural electricity grids for the
detection, prevention, and mitigation of disturbances and irregularities in
the supply of electricity. Through its wholly owned subsidiaries in Australia,
CHK GridSense Pty Ltd. and GridSense Inc in USA, GridSense has been serving a
growing base of customers for over 25 years, and currently in Australasia,
North America, and Western Europe. GridSense is a reporting issuer in British
Columbia and Alberta and trades on the TSX Venture Exchange under the symbol
    About Acorn Factor
    Acorn Factor specializes in acquiring and accelerating the growth of
emerging ventures that promise improvement in the economic and environmental
efficiency of the energy sector. Acorn aims to take primarily controlling
positions in companies led by great entrepreneurs and add value by supporting
those companies with branding, positioning, strategy and business development.
Acorn Factor is a global company with equity interests in Comverge, the
leading clean capacity provider of energy solutions through demand response;
SCR-Tech LLC, the leading provider of catalyst regeneration technologies and
services to reduce NOx emissions by fossil-fuel power plants; Paketeria AG, a
German super services provider; dsIT a leader in underwater security systems
for strategic coastal energy infrastructure; and Local Power, Inc., the
creator of Community Choice Aggregation, a revolution in renewable power and
retail markets for electricity. Acorn Factor's corporate headquarters are
located at 4 West Rockland Road, Montchanin, DE  19710.
    Certain statements made above are forward-looking in nature.  Whether
such statements ultimately prove to be accurate depends upon a variety of
factors that may affect the Company's business and operations. Many of these
factors are described in the Company's most recent Annual Report on Form 10-K
as filed with Securities and Exchange Commission.
    There is no assurance that the approvals required for the closing of the
private placement will be obtained. Accordingly, there is no assurance of the
completion of the private placement and of Acorn Factor's investment in
    Acorn Factor does not currently have any intention to, but it may in the
future, acquire ownership or control over additional securities of GridSense.
    The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy of this news release.

     Christianna Miller
     Director of Communications
     Acorn Factor, Inc.

For further information:

For further information: Christianna Miller, Director of Communications
of  Acorn Factor, Inc., +1-302-656-1707 Web Site:

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