AccelRate Announces $6,000,000 Non-Brokered Financing Over-Subscribed
09 Mars 2011 - 12:46AM
Marketwired
AccelRate Power Systems Inc. (TSX VENTURE: AXP)(FRANKFURT: KCG)
(the "Company") announced on January 25, 2011 that it had retained
the services of Aberdeen Gould Capital Markets Ltd., an Exempt
Market Dealer (the "EMD"), to arrange a non-brokered private
placement consisting of up to 20,000,000 common shares of the
Company at the price of $0.30 per share to raise gross proceeds of
up to $6,000,000. The Company's filing in respect of the financing
was conditionally accepted by the TSX Venture Exchange (the
"Exchange") on January 31, 2011. On the advice of the EMD, the
offering was changed to subscription receipts exchangeable for
common shares on completion of the Company's proposed change of
business (the "COB"). That offering has been over-subscribed and
the Company will be making its final filing with the TSX Venture
Exchange (the "Exchange") today, with the intention of completing
the financing by the end of the week.
Proceeds from the offering will be used to finance the optioning
and exploration of the "Lucky Strike" mineral property in the Yukon
and the resulting COB, as announced in the Company's news release
of November 24, 2010, to fund additional property acquisitions, to
satisfy other obligations and for general working capital. On
completion of the COB, the Company intends to become a pure gold
explorer focused on the Yukon and to change its name to Goldstrike
Resources Ltd. or another name reflective of its new business and
acceptable to the Exchange.
On completion of the private placement ("Closing"), the Company
will issue 20,000,000 subscription receipts at the price of $0.30
each, for gross proceeds of $6,000,000 (the "Subscription Funds").
Those Subscription Funds will be held in escrow pending completion
of the COB, which is subject to a number of conditions including
Exchange acceptance and shareholder approval. On completion of the
COB, each subscription receipt will be exchanged for one common
share of the Company without requirement for any further action or
payment by subscribers, and the Subscription Funds will be released
to the Company. The proposed financing and COB will not be
completed until the required approvals are obtained. If the COB
does not occur on or before June 30, 2011, the Subscription Funds
will be returned to the Subscriber without interest or
deduction.
The Company has agreed to pay the EMD and its selling group
participants cash finders' fees equal to 10% of the gross proceeds
derived from the offering and, in addition, to issue finders'
warrants exercisable to purchase that number of common shares which
is equal to 10% of the total number of shares issued by the Company
in exchange for subscription receipts. The finders' warrants will
be exercisable for five years after Closing at the price of $0.40,
but may not be exercised until after completion of the COB. In
addition, the EMD has been granted a right of first refusal with
regard to future financings of the Company for a period of five
years after Closing. The subscription receipts, all shares issued
in exchange for subscription receipts, the finders' warrants and
all shares acquired on the exercise of finders' warrants will be
subject to a four-month hold period commencing on the Closing
date.
Investors are cautioned that, except as disclosed in the Filing
Statement or Management Information Circular to be prepared in
connection with the proposed COB, any information released or
received with respect to the COB may not be accurate or complete
and should not be relied upon. Trading in the securities of the
Company should be considered highly speculative. The Exchange has
in no way passed upon the merits of the proposed COB and has
neither approved nor disapproved the contents of this press
release. There can be no assurance that the contemplated
transactions will be completed as proposed or at all.
ON BEHALF OF THE BOARD
Reimar Koch, President, AccelRate Power Systems Inc.
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.
Contacts: AccelRate Power Systems Inc. Reimar Koch President
(604) 688 8656 (604) 688 8654 (FAX) info@accelrate.com
www.accelrate.com
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