Conditional Approval Received for the Closing of Northstar Network Sale
29 Août 2012 - 3:30PM
Marketwired
Northstar Electronics, Inc. (PINKSHEETS: NEIK) provides this
update.
Northstar Electronics has previously announced that it has
signed a definitive agreement for the sale of its subsidiary,
Northstar Network. The purchaser, Empower Technologies, has
announced that it has received TSX Venture Exchange conditional
approval for the acquisition. Closing of the transaction is subject
to a number of conditions typical of a transaction of this nature,
as set forth in the definitive agreement between the parties. The
parties have agreed that the outside date for completion of the
transaction is September 30, 2012.
Under the Amended Agreement, the aggregate purchase price for
NNL is reduced to $3,186,176, which Empower will satisfy at closing
as follows:
(a) $61,655 advanced by Empower to Northstar Electronics for
working capital will be deemed paid and set off against the
purchase price;
(b) Empower will assume NNL's liabilities in the amount of
$3,012,021; and
(c) Empower will issue to Northstar Electronics common share
purchase warrants, which entitle the holder to acquire an aggregate
of 4,000,000 Empower common shares for a period of three years from
the date of issuance. The terms of the warrants are as follows:
- 1,000,000 warrants will be exercisable at $0.10 per Empower
share; 1,000,000 warrants will be exercisable at $0.20 per Empower
share; 1,000,000 warrants will be exercisable at $0.25 per Empower
share; 1,000,000 warrants will be exercisable at $0.30 per Empower
share.
The warrants will provide that the holder will give Empower not
less than 30 days prior written notice of any proposed exercise of
warrants to acquire more than 200,000 Empower shares.
Empower has advanced an aggregate of $142,726.66 to NNL to date
for working capital. This debt will remain outstanding as an
intercompany loan following closing.
The Amended Agreement also provides for a new outside closing
date of September 30, 2012, after which the agreement will
terminate unless further extended by the parties. Closing is
anticipated to occur on or before September 30, 2012.
Dr. Wilson Russell, CEO Northstar, says: "Now that conditional
approval has been received, we can continue on our path forward
with sonar technologies within NEIK. We will keep shareholders
updated through press releases and filings as relates to the final
completion of this disposition."
About Northstar:
Northstar Electronics, Inc. is a holding company with executive
management specialized in design engineering, defense, advanced
systems, security, sonar, systems integration, and prototyping
fields. Northstar is actively pursuing opportunities through
acquisition, joint venture, or merger to increase revenues and
expand its base of subsidiaries.
http://www.northstarelectronics.com
Safe Harbor Statement This press release contains
forward-looking statements. These forward-looking statements are
based on the current plans and expectations of management and are
subject to a number of uncertainties and risks that could
significantly affect the company's current plans and expectations,
as well as its future results of operations and financial
condition. Such risks include, but are not limited to, the effects
of competition with existing enterprises and/or new entrants into
the company's markets and industries, fluctuations in currency
exchange rates, domestic and global economic conditions generally,
the company's ability to obtain financing and attract suitable
personnel where required to fully implement its business plan, the
adoption and acceptance by the marketplace of the company's
technologies and product and service offerings, the possibility of
new technologies that are competitive with the company's planned
product and service offerings and the effects of future political
and economic developments both in the United States and abroad,
among others. The company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of information, future events or otherwise.
For further information contact Rich Kaiser Investor Relations
YES INTERNATIONAL yes@yesinternational.com 800-631-8127
Northstar Electronics (CE) (USOTC:NEIK)
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