NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BURNABY, BC, March 14, 2012 /CNW/ - Legend Power Systems Inc. (TSXV: LPS) ("Legend Power" or the "Company") advises that it has added an increase in the authorized capital of the Company as a matter to be considered at its annual shareholders meeting scheduled for March 29, 2012. The March 29, 2012 meeting will be adjourned after the previously scheduled matters have been attended to so that the increase in capitalization can be considered on April 12, 2012. The Company proposes an ordinary resolution to increase the authorized capital to 200 million common shares from the current 100 million common shares, and a special resolution to amend the Notice of Articles of the Company to increase its authorized capital to an unlimited number of common shares. An addendum to the materials previously mailed for the March 29, 2012 meeting, which provides more information regarding these two resolutions, is being mailed to shareholders and has been filed on SEDAR at www.sedar.com.
In addition, Legend Power wishes to provide an update on the brokered private placement (the "Offering"), previously announced on January 19, 2012. Ionic Securities Ltd. (the "Agent") has advised the Company that it intends to partially exercise its over-allotment option and the Offering, therefore, is expected to be of over 12,500,000 units of Legend Power ("Units") at a price of $0.08 per Unit for aggregate gross proceeds of over $1 million. Each Unit will consist of one common share of Legend Power (a "Share") and one common share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one Share at a price of $0.15 per Share for a period of 18 months following the closing of the Offering, subject to accelerated expiry as described in the January 19, 2012 news release. The exercise of the Warrants (and the compensation warrants issuable to the Agent and described in the January 19, 2012 news release) will be conditional upon either: (a) shareholder approval of an increase in the authorized capital so as to allow for the exercise of all outstanding convertible securities of Legend Power (including the Warrants and the compensation warrants issuable under the Offering); or (b) the date on which a sufficient number of outstanding convertible securities of Legend Power expire so that all outstanding convertible securities of Legend Power (including the Warrants and Compensation Warrants issuable under the Offering) can be exercised within Legend Power's current authorized capital. If these conditions are not satisfied before the date that is 18 months following the closing of the Offering, then Legend Power will redeem the Warrants at a redemption price of $0.0001 per outstanding Warrant. The Company expects that the Offering will close on or about March 30, 2012.
About Legend Power Systems Inc.
Legend Power Systems Inc. (www.legendpower.com) is a leading electrical energy conservation company that manufactures and markets a patented device to help commercial and industrial customers achieve significant energy savings through voltage optimization. Legend Power's Electrical Harmonizer-AVR helps companies reduce their electricity bills, maintenance costs, and increases the life of electrical equipment, while contributing to a reduction in green house gas emissions.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the Shares in the United States. The Shares have not been and will not be registered under the U.S. Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act of 1933 and all applicable state securities laws, or an applicable exemption from registration requirements.
Forward Looking Information This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Legend Power believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Legend Power's management on the date such statements were made. Legend Power expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Gerry Gill, Chairman & CEO
Legend Power Systems Inc.
+ 1 604 420 1500
LEGEND POWER SYSTEMS INC.
8561 Commerce Court
Burnaby, BC V5A 4N5
+1 604 420 1500