09:09:20 EDT Tue 21 May 2024
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Legend Power arranges $3-million private placement

2023-07-18 09:39 ET - News Release

Mr. Jonathan Lansky reports

LEGEND POWER SYSTEMS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT PURSUANT TO THE LISTED ISSUER EXEMPTION

Legend Power Systems Inc. has arranged a non-brokered private placement of a minimum of 11,111,111 units and up to a maximum of 16,666,667 units of the company at a price of 18 cents per unit for aggregate gross proceeds of a minimum of $2-million and up to a maximum of $3-million. The offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions (the LIFE exemption). The company has filed a Form 45-106F19 offering document related to the offering that can be accessed under Legend Power's profile at SEDAR and on the company's website. Prospective investors should read the offering document before making an investment decision.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one additional share at an exercise price of 25 cents per share for a period of 24 months from the date of issuance, subject to an accelerated expiry provision, whereby in the event the daily volume-weighted average trading price of the company's shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs, exceeds 40 cents for a period of 10 consecutive trading days, at the company's election, the period within which the warrants are exercisable will be reduced and the holders of the warrants will be entitled to exercise their warrants for a period of 30 days commencing on the day the company provides notice, any outstanding warrants not exercised during the 30-day period will expire.

The company intends to use the net proceeds from the offering for general working capital purposes, fixed operating expenses, purchase order deposits, development expense and other related expenses, as more specifically detailed in the offering document. The units issued in the offering will not be subject to a hold period, subject to limitations prescribed by the LIFE exemption, and securities issued to insiders of the company will be subject to a hold period expiring four months and one day after issuance, in accordance with the rules and policies of the exchange and applicable Canadian securities laws. It is anticipated that insiders of the company may participate in the offering for up to $325,000. The issuance of units to insiders will be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101, pursuant to Section 5.5(a), and the minority shareholder approval requirements of MI 61-101, pursuant to Section 5.7(1)(a), in respect of such insider participation, as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

The offering may close in tranches and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the exchange.

About Legend Power Systems Inc.

Legend Power provides an intelligent energy management platform that analyzes and improves building energy challenges, significantly impacting asset management and corporate performance. Legend's proven solutions support pro-active executive decision-making in a complex and volatile business and energy environment. The proprietary and patented system reduces total energy consumption and power costs, while also maximizing the life of electrical equipment. Legend Power's unique solution is also a key contributor to both corporate sustainability efforts and the meeting of utility energy efficiency targets.

We seek Safe Harbor.

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