QSolar Announces Non-Brokered Convertible Debenture Offering and Private Placement Unit Offering

Calgary, Alberta (FSCwire) - QSolar Limited (“QSolar” or the “Corporation”) announces today that it intends to proceed on a ‘best efforts’ basis with a non-brokered convertible debenture private placement (“Convertible Debentures”) to raise gross proceeds for up to $2 million (the “Convertible Debenture Offering”) and a non-brokered private placement of up to 5,000,000 units (“Units”) at $0.40 per Unit to raise gross proceeds of up to $2 million (the “Unit Offering”). The Convertible Debenture Offering and Unit Offering are subject to applicable regulatory requirements and Canadian Securities Exchange (“CSE”) approval.

Convertible Debenture Offering

The Convertible Debentures will be convertible into common shares of the Corporation at a price of $0.50 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 annum 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 (i) inventory for current manufacturing and future inventory purchases, (ii) and general corporate purposes. A finder’s fee of 8% cash and that number of non-transferable warrants equal to 8% of the dollar value of the principal amount of the Convertible Debentures raised by eligible finders (“Finders”) divided by the exercise conversion price of $0.50, such warrants exercisable to acquire one common share at a price of $0.50 for a period of one year from the date of issuance, shall be payable to Finders upon closing of the Convertible Debenture Offering.

Unit Offering

Each Unit will consist of one common share and one common share purchase warrant. Each whole common share purchase warrant (“Purchase Warrants”) will entitle the holder to acquire one common share at $0.65. The Purchase Warrants may be exercised at any time until eighteen months from the closing of the Unit Offering. 

The net proceeds raised from the Unit Offering are intended to be used for (i) inventory for current manufacturing and future inventory purchases, (ii) and general corporate purposes. The Corporation will pay a cash finder fees of 8% of the gross proceeds raised from subscriptions in the Unit Offering from persons introduced to the Corporation by certain Finders. QSolar will also issue non-transferable common share purchase warrants (“Finder’s Warrants”) equal to 8% of the number of Units subscribed for by persons introduced to the Corporation by eligible Finders. Each Finder’s Warrant will allow the Finder to purchase one additional common share for a period of eighteen months from the closing of the Unit Offering.

The Corporation intends to close the Convertible Debenture Offering and the Unit Offering on or about October 15, 2014, or such other day as may be determined by the Corporation. It is anticipated that closings may occur in one or more tranches.

About QSolar Limited

QSolar trades under the symbol QSL on the Canadian Securities Exchange (“CSE”) and Q2O on the Frankfurt Securities Exchange (“FSE”). There are currently 73,748,912 common shares issued and outstanding.

QSolar Limited (www.qsolar.net) and its wholly-owned subsidiary, QSolar Ltd., and its wholly-owned subsidiary, QSolar (Shanghai) Photovoltaic Technology Co. Ltd., develop proprietary trade secret solar related processes and technologies, and manufacture and sell proprietary solar products. The Corporation currently manufactures solar photovoltaic (PV) panels in Shanghai, China using its proprietary trade secret Spraytek® and ESS process and its own QLite and QSS family designs. QSolar Spraytek® panels offer several advantages over competing products as they have significantly lower losses in hot climates due to their design, offer superior solar cell encapsulation for better protection, significant weight savings and durability features over existing competitors PV modules.

Additional information on the operations or financial results of QSolar Limited are included in reports on file with applicable securities regulatory authorities and may be accessed through the CSE website (www.cnsx.ca) and Sedar website (www.sedar.com) under the profile for QSolar.

FOR FURTHER INFORMATION PLEASE CONTACT:

Gary Perkins, Investor Relations         

Tekkfund Capital Corp.

Telephone: 416- 882-0020

Email:  garyperkins@rogers.com

Karsten Busche

public eye Consulting – Berlin, Germany

Telephone: +49 30 430 589 22

Email: kb@publiceye-consulting.com

Andreas Tapakoudes, Chief Executive Officer

QSolar Limited

Telephone:  011-44-7534-711-503

email:  andreas@QSolar-Limited.com

Preston J. Maddin, Chief Financial Officer

QSolar Limited

Telephone:  403-617-0000

email:  preston@qsolar-limited.com

Neither the CSE nor the FSE have approved nor disapproved the contents of this press release. Neither the CSE nor the FSE accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, ‘may”, “will”, “project”, “should”, ‘believe”, and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements are based on reasonable assumption but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Various risks and other factors could cause actual results, and actual events that occur, to differ materially from those contemplated by the forward looking statements, such as whether QSolar is able to meet price, performance, quality and delivery requirements.  Although QSolar believes that the expectations represented by any forward-looking statements and forward-looking information contained herein are reasonable based on the information available to them on the date of this document, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements or forward-looking information. QSolar undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.

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