BURNABY, BC, Sept. 20 /CNW/ – Legend Power Systems Inc. (TSX.V: LPS) (FSE: XLE) (“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 between approximately 16,666,666 and 20,000,000 units of Legend Power (“Units”) at a price of $0.15 per Unit for gross proceeds of between approximately $2.5 million and $3 million. 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 $0.25 per Share for a period of 24 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 and the Units may be offered in other jurisdictions where they can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Agent is acting as lead agent for the Offering and will offer the Units on a best efforts basis. At closing of the Offering, Legend Power will pay the Agent a cash commission equal to 8% of the gross proceeds of the Offering, and will issue to the Agent broker warrants (the “Broker Warrants”) to acquire that number of Shares (“Broker Shares”) equal to 8% of the Units sold under the Offering. Each Broker Warrant will be exercisable at $0.20 per Broker Share for a period of 24 months following the closing of the Offering. Legend Power will also reimburse the Agent for reasonable fees and expenses incurred in connection with the Offering.
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 BC and for working capital.
Pursuant to the Engagement Letter, Legend Power has agreed that, subject to Exchange approval, upon completion of the Offering the board of directors of Legend Power (the “Board”) shall not exceed 7 members and the Agent shall be entitled to appoint 2 members to the Board. Subject to Exchange approval, Legend Power expects one director to be, Randy Buchamer, who is also expected to be appointed President and Chief Operating Officer of Legend Power.
Mr. Randy Buchamer has an extensive background in business administration and finance. He is the chairman of RewardStream a private B.C., Canada based technology company. Prior to this, Mr. Buchamer was the CEO of Voice Mobility and directed its transformation into a profitable company. Mr. Buchamer was also the Managing Director, Operations for The Jim Pattison Group, a $5 billion revenue and 25,000 employee company. Prior to this Mr. Buchamer was first the CIO and later the COO of Mohawk Oil Company Ltd. during its restructuring, corporate turnaround and listing on the Toronto Stock Exchange. At the time Mohawk was one of Canada’s largest independent petroleum and convenience store retailers. Mr. Buchamer’s background includes formal education in business administration and finance at Simon Fraser University and the University of Illinois as well as significant experience in SEC, TSX.V, and Sarbanes-Oxley compliance matters.
|For further information, please contact:
Gerry Gill, Chairman & CEO
Legend Power Systems Inc.
+ 1 604 420 1500
|LEGEND POWER SYSTEMS INC.
8618 Commerce Court
Burnaby, BC V5A 4N6
+1 604 420 1500