WATERLOO, ON, Sept. 15 /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 that it has entered into a binding agreement to secure access to funds on an as-needed basis for up to $10 million through a Committed Equity Facility provided by Haverstock Master Fund. Haverstock is a Cayman Island company headquartered in Roslyn, New York. The issue and sale of shares under the facility is subject to regulatory approval.
The 36-month agreement, which is consistent with the term sheet announced by ARISE on August 12, 2009, enables the company to receive up to a maximum amount of $500,000 per drawdown. Timing of any drawdown is at ARISE's sole discretion. Under the terms of the facility, ARISE will issue common shares to Haverstock at a price equal to the weighted average market price determined over a pricing period of five trading days, less a 6.5% discount.
Under the terms of the agreement, ARISE's distribution of shares under the facility is to be qualified by prospectus. ARISE has filed a preliminary base shelf short-form prospectus with a view to being able to satisfy such obligation under the facility. Implementation of the facility will require ARISE to file a final base shelf short-form prospectus and a prospectus supplement describing the facility. In addition, in the case of each drawdown a separate pricing supplement also must be filed.
Haverstock may resell the shares issued to it by ARISE at the fund's discretion, through registered dealers trading through the Toronto Stock Exchange. ARISE is under no obligation to draw from this facility and will remain at all times free to enter into other financing transactions with the exception of similar equity lines.
ARISE has agreed to pay Haverstock an implementation fee and an activation fee, which together aggregate $275,000. As its discretion, ARISE is entitled to satisfy such fees by issuing common shares at a deemed price of $0.55 per share, subject to regulatory approvals.
ARISE and Haverstock have jointly applied for exemptive relief from Canadian securities regulators in connection with certain aspects of the facility. The facility cannot be drawn down until ARISE and Haverstock have received such exemptive relief and ARISE has filed and had a receipt issued for its final shelf prospectus and has filed the related prospectus supplement in connection with the facility and the pricing supplement for each drawdown.
The facility agreement, the base shelf prospectus, the prospectus supplement, and the pricing supplements will be made available on SEDAR at www.sedar.com and on ARISE's website at www.arisetech.com.
This news release does not constitute an offer to sell ARISE securities or the solicitation of an offer to buy ARISE securities, nor is there to be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Haverstock is an institutional investor with an investment objective to seek capital appreciation through the general strategy of investing in public securities of U.S. and non-U.S. companies, through direct equity purchases from such companies. The portfolio manager of Haverstock, David Ratzker, has structured more than US$300 million worth of private equity investments in publicly traded corporations in a variety of sectors including energy, cleantech, telecommunications, consumer, and education.
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 provides complete turnkey PV solutions for solar farms and rooftop installations under the Ontario standard offer 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, Dave Chornaby, Chief Financial Officer, (519) 772-5732, Dave.Chornaby@arisetech.com, www.arisetech.com