NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Burnaby, British Columbia – March 28, 2012 – Legend Power Systems Inc. (TSX.V: LPS) (“Legend Power” or the “Company”) is pleased to announce that it has completed the brokered private placement (the “Offering”) previously announced in its news release of January 19, 2012, updates of which were provided in its news releases of March 14, 2012 and March 26, 2012. The agent for the Offering was Ionic Securities Ltd. (the “Agent”).
The Offering consisted of 16,029,664 units (“Units”) of the Company at a price of $0.08 per Unit for gross proceeds of $1,282,373. Each Unit consists of one common share of Legend Power (a “Share”) and one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Share (a “Warrant Share”) at a price of $0.15 per Warrant Share for a period of 18 months following the closing of the Offering; provided, however, that the exercise of the Warrants will be conditional upon either (the “Warrant Conditions”): (a) shareholder approval of an increase in the authorized capital so as to allow for the exercise of all outstanding convertible securities of Legend Power (including the Warrants and the Compensation Warrants, described below); or (b) the date on which a sufficient number of outstanding convertible securities of Legend Power expire so that all outstanding convertible securities of Legend Power (including the Warrants and Compensation Warrants) can be exercised within Legend Power’s current authorized capital. If these conditions are not satisfied before the date that is 18 months following the closing of the Offering, then Legend Power will redeem the Warrants at a redemption price of $0.0001 per outstanding Warrant. If either (a) or (b) above has been satisfied after the applicable four month resale restricted period and the Shares listed on the TSX Venture Exchange (the “Exchange”) trade above, and remain above, $0.45 for 20 or more consecutive trading days (an “Acceleration Event”), Legend Power will be entitled to accelerate the expiry of the Warrants to the date that is 30 calendar days following the date Legend Power gives written notice thereof to the holders of the Warrants.
The Agent (and applicable subagents) received a cash commission equal to approximately 5% of the gross proceeds raised and compensation warrants (the “Compensation Warrants”) to acquire that number of Units equal to approximately 8% of the Units sold under the Offering. Each Compensation Warrant is exercisable into one Unit (a “Broker Unit”) at an exercise price of $0.08 per Broker Unit for a period of 18 months from closing; provided, however, that the Compensation Warrants may not be exercised until such time as one of the Warrant Conditions have occurred. If neither of the Warrant Conditions occurs before the date that is 18 months from the Closing Date, then Legend Power will redeem the Compensation Warrants at a redemption price of $0.0001 per outstanding Compensation Warrant. Each Broker Unit shall have the same terms as the Units sold under the Offering. Legend Power also reimbursed the Agent for their fees and expenses incurred in connection with the Offering.
All securities issued in connection with the Offering, including any Warrant Shares or Broker Units issuable upon the exercise of the Warrants or Compensation Warrants, as applicable, are subject to a statutory hold period expiring on July 29, 2012. Final acceptance of the Offering by the Exchange is subject to filing of final documentation.
The proceeds from the Offering will be used by Legend Power to fund its sales operations inOntarioandBritish Columbia, and for working capital.
In addition, pursuant to the agency agreement between Legend Power and the Agent, Legend Power has agreed that, subject to Exchange approval, the Agent is entitled to select two directors to be appointed to the Legend Power board of directors. The selection of at least one such director shall occur within 6 months of the closing of the Offering.
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.
|For further information, please contact:|
Chief Financial Officer and Corporate Secretary
Legend Power Systems Inc.
+ 1 604 420 1500
firstname.lastname@example.orgLEGEND POWER SYSTEMS INC.
8561 Commerce Court
+1 604 420 1500