NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
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
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
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
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
The proceeds from the Offering will be used by Legend Power to fund its
sales operations in Ontario and British Columbia, and for working
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
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.
SOURCE Legend Power Systems Inc.
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