Burnaby, British Columbia – Legend Power Systems Inc. (TSX.V: LPS) (“Legend Power”) announces it is offering by way of Short Form Offering Document (the “Offering”) up to 3,636,364 common shares (the “Shares”) at a price of $0.55 per share, subject to obtaining a minimum offering amount of $300,000 aggregate gross proceeds (“Minimum Offering”). The maximum offering amount is $2,000,000 aggregate gross proceeds (“Maximum Offering”). The Offering is subject to a minimum subscription level of $2,000 (the “Minimum Subscription”). The Offering is being made on a non-brokered basis, however a finder’s fee (“Finder’s Fee”) will be paid as outlined below, and is subject to the Minimum Offering being subscribed for within 60 days after the TSX Venture Exchange’s (“TSX-V”) acceptance of the Offering.
Legend Power will pay a Finder’s Fee to persons who are properly qualified to market and sell Shares under jurisdictional Securities Laws. 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
The closing of the Offering is expected to occur before, on or about April 3, 2009. Versant Partners Inc. (“Versant”) has been engaged by Legend Power to execute the Agent’s Certificate in the Short Form Offering Document pursuant to the requirements of the TSX-V Policy 4.6. Versant will receive a cash fee equal to $25,000 plus the greater of $20,000 or 2 per cent of the gross proceeds of the sale of Shares, plus GST, payable upon closing of the Offering.
As at December 31, 2008, Legend Power had approximately $264,000 in working capital. When combined with the Offering, this results in funds available of $495,000 (Minimum Offering) and $2,039,000 (Maximum Offering).
“Legend Power achieved many milestones in 2008, but we must build on our achievements to position ourselves for growth in 2009 and beyond,” says Gerry Gill, Chairman and CEO of Legend Power Systems Inc. “The response in Ontario for Legend Power’s Electrical Harmonizer-AVR has been greater than expected. This injection to our working capital will allow us to expand our operations in 2009.”
In January 2009, Ontario’s Chief Energy Conservation Officer recognized Canada Post with a Certificate of Recognition for Energy Conservation for its voltage optimization initiatives, by installing Legend Power’s Electrical Harmonizer-AVR, at postal facilities in Greater Toronto.
Legend Power has elected to focus on sales and marketing in Ontario due to Ontario’s urgent need to meet specific conservation targets and the incentive funding programs offered by Ontario’s Conservation and Demand Management Program through Ontario’s Building Owners and Managers Association. Legend Power will continue its sales and marketing opportunities in British Columbia, which also provides incentive funding through BC Hydro’s Power Smart Partner Program.
Legend Power will use the net proceeds from the sale of the Shares to expand its operations, sales and technical capabilities in British Columbia and Ontario; build inventory; increase marketing expenditures; and purchase equipment and assets required for the expansion.
The Offering is subject to regulatory approval and applicable only in the Province of British Columbia. All Shares acquired by any purchaser in excess of $40,000 will be subject to a four month hold period from the date of closing; no more than 50 per cent of the Shares sold may be subject to the four month hold period; and no purchaser may purchase more than 20 per cent of the Offering. In the event that the Minimum Offering has not been raised, all subscriptions will be returned to the investors without interest or deductions.
Legend Power’s detailed financial information for the year ending September 30, 2008 along with accompanying Management’s Discussion and Analysis for the same period, 2008 Annual Information Form and Short Form Offering Document dated January 30, 2009 are available on SEDAR (www.sedar.com) and at Legend Power’s website at www.legendpower.com.
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
This release and referenced materials contain forward looking statements, within the meaning of the “safe-harbour” provisions of the Private Securities Act of 1995, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause actual results to differ materially include: rapid technological and/or market changes in the industry including actual electrical billing rates; the adequate protection of the Company’s proprietary rights; and other factors described in the Company’s regulatory filings. Although we believe the expectations reflected in our forward looking statements are reasonable, individual results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.
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, please contact:
Legend Power Systems Inc.
Fred Cowans or Tracy Weslosky
Pro-Edge Consultants Inc.
866 544 9622