NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BURNABY, BC, Jan. 19, 2012 /CNW/ - Legend Power Systems Inc. (TSXV: LPS) ("Legend Power") is pleased to announce that it has entered into an engagement letter (the "Engagement Letter") with Ionic Securities Ltd. (the "Agent") for a brokered private placement (the "Offering") of a minimum of 10,000,000 units of Legend Power ("Units") at a price of $0.08 per Unit for gross proceeds of approximately $800,000 and a maximum of 12,500,000 Units for gross proceeds of approximately $1 million, subject to the Agent's right to over-allot the Offering by up to $150,000.
Each Unit will consist of one common share of Legend Power (a "Share") and one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle 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. Legend Power will be entitled to accelerate the expiry date of the Warrants to the date that is 30 days following the date Legend Power gives written notice to the holders of the Warrants that the trading price of the Shares on the TSX Venture Exchange (the "Exchange") has been greater than $0.45 for any 20 consecutive trading days.
The Units will be made available by way of private placement exemptions in Canada under National Instrument 45-106 - Prospectus and Registration Exemptions.
The Agent will offer the Units on a best efforts basis and has the right to use the services of appropriate subagents in connection with the Offering. At closing of the Offering, Legend Power will pay the Agent a cash commission equal to 5% of the gross proceeds of the Offering, and will issue to the Agent compensation warrants ("Compensation Warrants") to acquire that number of Units equal to 8% of the Units sold under the Offering at $0.08 per Unit for a period of 18 months following the closing of the Offering. Each Compensation Warrant will consist of one Broker Share and one Broker Warrant, which will have the identical terms and conditions as the Shares and Warrants of which the Units will be comprised.
The Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange, as well as the negotiation and execution of certain documentation, including an agency agreement between the Agent and Legend Power.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of completion of the Offering, in accordance with applicable securities legislation.
The proceeds from the Offering will be used by Legend Power to fund its sales operations in Ontario and British Columbia, and for working capital.
Pursuant to the Engagement Letter, Legend Power has agreed that, subject to Exchange approval, upon completion of the Offering Legend Power will permit the Agent to appoint one member to the board of directors of Legend Power.
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.
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