Legend Power Announces Closing of Second Tranche of Short Form Offering and Announces Private Placement


    Closing of Second Tranche of Short Form Offering

    BURNABY, BC, May 28 /CNW/ - Legend Power Systems Inc. (TSX.V: LPS)
("Legend Power") announces that as of May 28, 2009, it has completed the
second tranche of the offering by way of TSX Venture Exchange Short Form
Offering Document (the "SFOD") dated April 27, 2009 (the "Offering"). The
Offering was approved by the TSX Venture Exchange (the "TSX-V") on April 27,
2009. The Offering is for up to 3,636,364 common shares in the capital of
Legend Power (the "Shares") at a price of $0.55 per Share, for maximum gross
proceeds of up to $2,000,000. The Offering is not subject to a minimum amount
of aggregate gross proceeds, but is subject to a minimum subscription level
per purchaser of $2,000. The second tranche of the Offering resulted in the
sale of 91,817 Shares for gross proceeds of $50,499.35.
    The Offering is being made on a non-brokered basis, however a finder's
fee ("Finder's Fee") may be paid as outlined below. Legend Power will pay a
Finder's Fee to persons who are properly qualified to market and sell Shares
under applicable securities laws and who assist Legend Power in finding
purchasers of Shares. The amount of the Finder's Fee is calculated as a
percentage of the actual dollar value of the Shares purchased. The percentage
increases in approximately $50,000 increments as follows:

         Value of Shares Purchased ($)       Finder's Fee (per cent)

         $2,000 to $50,000                   5 per cent
         $50,001 to $100,000                 6 per cent
         $100,001 to $150,000                7 per cent
         $150,001 or more                    8 per cent

    Legend Power did not pay any Finder's Fee with respect to the second
tranche of the Offering.
    Versant Partners Inc. ("Versant") was engaged by Legend Power to execute
the Agent's Certificate in the SFOD pursuant to the requirements of TSX-V
Policy 4.6. Versant received a fee (the "Initial Fee") equal to $5,000, plus
GST, and will receive a fee (the "Closing Fee"), such fee not to exceed
$50,000, equal to the greater of $20,000 or 2 per cent of the gross proceeds
of the Offering and any other equity or equity-linked financings completed by
Legend Power on or before April 14, 2010, plus GST. The Initial Fee was
payable upon execution of the Certificate of the Agent. $20,000 of the Closing
Fee was payable upon the closing of the first tranche. $1,009.99 of the
Closing Fee was payable upon the closing of the second tranche. The remaining
portion of the Closing Fee will be calculated and paid upon the close of
subsequent financings occurring on or before April 14, 2010, whether they are
closings of the Offering or of other equity or equity-linked financings.
    As at March 31, 2009, Legend Power had a working capital deficit of
approximately $67,000. If the Offering is fully subscribed, there will be
funds available to Legend Power of $1,728,000 after deducting Versant's fees
of $45,000, the maximum Finder's Fees of $160,000 and Legend Power's working
capital deficiency of $67,000. Legend Power will use the net proceeds from the
Offering to fund its operations, sales and technical capabilities in British
Columbia and Ontario.

    Private Placement

    Legend Power also announces that it has arranged, subject to regulatory
approval, a non-brokered private placement of up to 125,000 Shares at $0.55
per Share for gross proceeds of $68,750.00 (the "Private Placement"). The
Private Placement remains subject to TSX-V acceptance. The proceeds from the
Private Placement will be used to fund Legend Power's operations, sales and
technical capabilities in British Columbia and Ontario. All securities issued
in connection the Private Placement will be subject to a statutory hold period
of four months plus one day from the date of completion of the Private
Placement in accordance with applicable securities legislation.

    About Legend Power Systems Inc.

    Legend Power Systems Inc. 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 eliminates
inefficiencies by delivering the optimal level of voltage a user needs. Most
customers receive higher voltage levels than required at certain points of the
grid from electrical utilities delivering higher levels to compensate for line
loss across the feeder length. Higher than nominal voltage can affect the
lifespan of electrical equipment and result in high monthly utility bills. By
delivering the optimal voltage to the user, Legend Power's Electrical
Harmonizer-AVR helps companies reduce their electricity bills, maintenance
costs and greenhouse gas emissions while increasing the life of electrical
equipment. The technology also decreases capital and operating costs for
electrical utilities.

    Forward Looking Information

    Statements contained herein that are not based on historical or current
fact, including without limitation statements containing the words
"anticipates," "believes," "may," "continues," "estimates," "expects," and
"will" and words of similar import, constitute "forward-looking statements"
within the meaning of the U.S. Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, events or
developments to be materially different from any future results, events or
developments expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company operates;
history of losses and uncertainty of revenues; ability to obtain required
financing; technology changes and/or market changes, including actual
electrical billing rates; adequate protection of the Company's proprietary
rights; competition; changes in business strategy or development plans; and
other factors referenced in the Company's filings with Canadian securities
regulators. Although the Company believes that expectations conveyed by the
forward-looking statements are reasonable based on the information available
to it on the date such statements were made, no assurances can be given as to
the future results, levels of activity, performance or achievements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company does not assume the obligation to
update any forward-looking statements except as otherwise required by
applicable law.

    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:

For further information: Gerry Gill, Chairman & CEO, Legend Power
Systems Inc., (604) 420-1500, ggill@legendpower.com; LEGEND POWER SYSTEMS
INC., 8618 Commerce Court, Burnaby, BC, V5A 4N6, (604) 420-1500,

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