VANCOUVER, British Columbia, March 1, 2013 /CNW/ - Quantum Solar Power Corp. ("Quantum") (OTCQB: QSPW) announced today it has entered into an agreement with Foundation Freehold Ltd. to settle outstanding indebtedness (the "Freehold Indebtedness") in the principal amount of $574,000 owed to Foundation Freehold under a loan agreement dated April 23, 2012, as amended. Under the terms of the settlement with Foundation Freehold, Quantum will transfer to Foundation Freehold a microscope and deposition machine held by Foundation Freehold as security for the loan in settlement of $200,000 of the Freehold Indebtedness. The balance of the Freehold Indebtedness will be settled as follows:
(a) $140,275 by the issuance of 28,000,055 common shares of Quantum at a price of $0.005 per share;
(b) $140,272 by the issuance of a promissory note of Quantum payable in one year with interest at 5% per annum; and
(c) $93,543 will be assumed by Quantum's wholly-owned subsidiary, NanoSMC Structured Materials Corp. ("NanoSMC") and be settled by the issuance of 1,869,052 shares of NanoSMC at a price of $0.05 per share.
Quantum has entered into an agreement with NanoSMC to transfer to NanoSMC all of its right, title and interest in a proprietary technology for the making of nano-structured glass that is super hydrophobic and resistant to other materials. The consideration for the transfer is the issuance by NanoSMC of 11,975,000 of its common shares at a deemed price of $0.001 per share and the assumption by NanoSMC of indebtedness totaling $421,715, including $93,453 of the money owed to Foundation Freehold and $56,592 of the money owed to directors of Quantum. Of the $421,715 assumed, $151,250 will be settled by the issuance of 3,025,000 NanoSMC common shares at a price of $0.05 per share, of which 504,709 will be issued to directors of Quantum.
After completion of the transactions set out above, Quantum will hold approximately 80% of NanoSMC.
In addition to the common shares of Quantum to be issued to Foundation Freehold, as described above, Quantum will issue an additional 19,617,000 common shares at a price of $0.005 per share to settle indebtedness to unsecured creditors, including 9,841,000 shares to be issued to directors of Quantum.
After completion of the above transactions, Quantum will have approximately 203,247,442 common shares outstanding.
Concurrent with the closing of the above transactions, the Company's Chief Executive Officer Daryl Ehrmantraut has agreed to terminate his employment agreement with the Company. He will continue to serve as a director and officer.
About Quantum Solar Power Corp.
Quantum is developing, through its subsidiary NanoSMC Structured Materials Corp. ("NanoSMC"), a proprietary technology for making nano-structured glass that is super hydrophobic and resistant to other materials.
Quantum also holds technology for a "Next Generation Device" (NGD™) photovoltaic device. Quantum's NGD™ is a patent pending, technology that utilizes a new approach to solar power conversion with the potential to remove the necessity of utilizing expensive silicon semiconductor-based technologies.
Forward-Looking Statements This news release contains forward-looking statements regarding future events and Quantum's future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and constitute "forward looking information" within the meaning of U.S. securities laws. These statements include statements about Quantum's planned technological development plan and are based on material factors and assumptions including Quantum's management's current expectations, estimates, forecasts, and projections about the industry in which Quantum operates and the beliefs and assumptions of Quantum's management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "may," variations of such words, and similar expressions, are intended to identify such forward-looking statements. In addition, any statements that refer to projections of Quantum's future financial performance, Quantum's anticipated growth and potentials in its business and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including the risk that Quantum's technological development plan may not be successful, and those risks identified in Quantum's periodic reports filed on EDGAR. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Quantum undertakes no obligation to revise or update any forward-looking statements for any reason.
Contact: Daryl Ehrmantraut
Chief Executive Officer
Quantum Solar Power Corp.
SOURCE: Quantum Solar Power Corp.