2013-03-13 21:13:49 -
Calgary, Alberta, Canada - March 13, 2013 (CNSX:QSL) - QSolar Limited ("QSolar" or the "Corporation") is pleased to announce it has accepted a private placement subscription from Centrium Enterprises Limited ("Centrium"), a British Virgin Island company, controlled by Mr. JunLiang Xie, a resident of Zhoushan, Zhejiang, China. Pursuant to the subscription, Centrium will purchase a total of 13,333,333 units of the Corporation ("Units") at $0.75 per Unit to raise total gross proceeds of $10,000,000 (the "Unit Offering"). The subscription contemplates closings in several tranches over a period of up to 25 days from today's date.
Each Unit consists of one common share of the Corporation ("Common Share") and one-half of a Common Share purchase warrant, with one whole Common Share purchase
warrant entitling the holder to purchase one additional Common Share at a price of $1.00 per Common Share for a period of two years from the date of closing each tranche of the Unit Offering. The Unit Offering is subject to applicable regulatory requirements and CNSX approval.
The subscription includes, but is not limited to, the following principal terms. The Units will be subject to a hold period until the date which is four months plus a day from each tranche closing. Also, the issuance of Units to Centrium will be subject to proportional adjustment for stock splits, stock dividends, consolidations and similar transactions affecting all shareholders of the Corporation. The issuance of Units will not be adjusted for issuances of Common Shares upon the exercise or conversion of presently outstanding securities, or on the future issuance of stock options to employees, directors, consultants and officers, as approved by the Corporation's board of directors and certain other strategic issuances at the discretion of the board of directors. Centrium will be given a first right of refusal to participate and maintain a proportionate Common Share holding with respect to any publicly announced private placements filed with any stock exchange where the Common Shares may be listed, at the publicly announced offering price. In addition, upon completion of the total subscription amount, Mr. Xie will have the right to be appointed to the QSolar's board of directors, subject to regulatory requirements and CNSX approval.
The net proceeds raised from the Unit Offering are intended to be used for purchase of raw material inventory as the Corporation continues to ramp up production at its Shanghai manufacturing facility, and general corporate purposes. The Corporation will pay a cash finder's fee of 10% of the gross proceeds raised from this Unit Offering payable at each tranche closing to an eligible finder ("Finder"). The Finder will also receive finder warrants to acquire that number of Common Shares equal to 5% of the total number of Units issued pursuant to the Unit Offering at an exercise price to be fixed at a 25% premium of the closing price for the Common Shares on the trading day prior to the closing date of the subscription agreement, exercisable for a period of 30 months.
In addition, the Corporation confirms it has agreed and undertaken to commence discussions with a view to structuring a joint venture with Centrium, with independent financing for the joint development of a second manufacturing plant facility to be located in Zhoushan, China. The final form of such a joint venture will be subject to agreement on acceptable terms and parameters among QSolar, Centrium and Mr. Xie. Discussions regarding the terms and conditions of this potential joint venture are expected to commence by April 2013, or such other date as may be agreed upon by both parties.
QSolar currently has approximately 57,664,187 Common Shares issued and outstanding prior to the Unit Offering. It is anticipated that immediately following completion of the Unit Offering for total gross proceeds of $10 million, QSolar will have approximately 70,997,520 Common Shares issued and outstanding and Centrium will hold approximately 18.78 per cent of the issued and outstanding common shares of the Corporation. Centrium held no Common Shares prior to the Unit Offering.
QSolar trades under the symbol QSL on the Canadian National Stock Exchange ("CNSX").
About QSolar Limited
QSolar Limited and its wholly-owned subsidiary, QSolar Ltd., and its wholly-owned subsidiary, QSolar (Shanghai) Photovoltaic Technology Co. Ltd., develop patented and proprietary solar related processes and technologies, and manufacturing and sell proprietary solar products. The Corporation currently manufactures solar photovoltaic (PV) panels in its new manufacturing facilities in Shanghai, China and in a contracted manufacturing facility in Shenzhen, China using its proprietary patent pending Spraytek(r), Kruciwatt(r) and ESS process and its own QLite designs. QSolar products were initially introduced by QSolar in July 2010 and have attracted significant interest, orders and letters of intent from European and U.S. markets generated by its sales office representatives. QSolar Spraytek(r) 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 over existing competitors PV modules, longer life and cost less than equivalent solar products, and are now offered in various sizes and colors. In addition, QSolar offers solar panels with positive tolerance which means that the customer will get a guaranteed output which can be up to 5% more than the actual specifications.
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 CNSX website (www.cnsx.ca) and SEDAR website (www.sedar.com) under the profile for QSolar.
FOR FURTHER INFORMATION PLEASE CONTACT:
Andreas Tapakoudes, Chief Executive Officer
QSolar Limited
Telephone: 011-44-7534-711-503
email:
andreas@QSolar-Limited.com
Preston J. Maddin, CFO
QSolar Limited
Telephone: 403-617-0000
email:
cfo@qsolar-limited.com
The CNSX has neither approved nor disapproved the contents of this press release. The CNSX does not 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 Limited 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.
This press release is available in PDF. Please click on the following link to view the PDF file:
www.usetdas.com/pr/QSolarPRmarch13NNG.pdf