Mr. Andreas Tapakoudes reports

QSOLAR AMENDS NON-BROKERED CONVERTIBLE DEBENTURE OFFERING AND POSTPONES UNIT OFFERING

QSolar Ltd., pursuant to a news release dated Sept. 15, 2014, for a best-efforts non-brokered convertible debenture private placement, has amended the conversion price, to convert debentures to common shares, from 50 cents per common share to 35 cents per common share. The corporation is also postponing the previously announced non-brokered private placement of up to five million units as it continues to monitor general stock market conditions. The convertible debenture offering and unit offering are subject to amended applicable regulatory requirements and Canadian Securities Exchange approval. The amendment of the terms of the convertible debenture offering and postponement of the unit offering reflect the general volatile stock market conditions which has impacted most Canadian companies and the corporation recently.

Amended convertible debenture offering

The corporation intends to raise gross proceeds of up to $2-million and anticipates that closings may occur in one or more tranches as may be determined by the corporation. The terms of the convertible debentures have been amended to be convertible into common shares of the corporation at a price of 35 cents per common share. The corporation may redeem all or any portion of the convertible debentures after one year from the date of issuance upon 30 days notice to the holders, provided that such holders may exercise their conversion rights prior to the intended date of redemption. The convertible debentures will bear interest at 10 per cent per year with interest payable quarterly in arrears from the date of issuance and mature two years from the closing date. The corporation will grant a subordinated security interest to the purchasers of the convertible debentures and holders will have a general security interest over the assets of the corporation, including all inventory and any manufactured products that have not been delivered to customers. The convertible debentures will be subordinate to $345,000 in currently issued and outstanding convertible debentures of the corporation, due to mature March 31, 2015.

The net proceeds raised from the convertible debenture offering are intended to be used for inventory for current manufacturing and future inventory purchases, and general corporate purposes. A finder's fee of 8 per cent cash and that number of non-transferable warrants equal to 8 per cent of the dollar value of the principal amount of the convertible debentures raised by eligible finders divided by the exercise conversion price of 35 cents, such warrants exercisable to acquire one common share at a price of 35 cents for a period of one year from the date of issuance, shall be payable to finders upon closing of the convertible debenture offering.

We seek Safe Harbor.