AccelRate Power Systems Inc.
FRANKFURT : KCG
TSX VENTURE : AXP

AccelRate Power Systems Inc.

March 08, 2011 18:47 ET

AccelRate Announces $6,000,000 Non-Brokered Financing Over-Subscribed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 8, 2011) - AccelRate Power Systems Inc. (TSX VENTURE:AXP)(FRANKFURT:KCG) (the "Company") announced on January 25, 2011 that it had retained the services of Aberdeen Gould Capital Markets Ltd., an Exempt Market Dealer (the "EMD"), to arrange a non-brokered private placement consisting of up to 20,000,000 common shares of the Company at the price of $0.30 per share to raise gross proceeds of up to $6,000,000. The Company's filing in respect of the financing was conditionally accepted by the TSX Venture Exchange (the "Exchange") on January 31, 2011. On the advice of the EMD, the offering was changed to subscription receipts exchangeable for common shares on completion of the Company's proposed change of business (the "COB"). That offering has been over-subscribed and the Company will be making its final filing with the TSX Venture Exchange (the "Exchange") today, with the intention of completing the financing by the end of the week.

Proceeds from the offering will be used to finance the optioning and exploration of the "Lucky Strike" mineral property in the Yukon and the resulting COB, as announced in the Company's news release of November 24, 2010, to fund additional property acquisitions, to satisfy other obligations and for general working capital. On completion of the COB, the Company intends to become a pure gold explorer focused on the Yukon and to change its name to Goldstrike Resources Ltd. or another name reflective of its new business and acceptable to the Exchange.

On completion of the private placement ("Closing"), the Company will issue 20,000,000 subscription receipts at the price of $0.30 each, for gross proceeds of $6,000,000 (the "Subscription Funds"). Those Subscription Funds will be held in escrow pending completion of the COB, which is subject to a number of conditions including Exchange acceptance and shareholder approval. On completion of the COB, each subscription receipt will be exchanged for one common share of the Company without requirement for any further action or payment by subscribers, and the Subscription Funds will be released to the Company. The proposed financing and COB will not be completed until the required approvals are obtained. If the COB does not occur on or before June 30, 2011, the Subscription Funds will be returned to the Subscriber without interest or deduction.

The Company has agreed to pay the EMD and its selling group participants cash finders' fees equal to 10% of the gross proceeds derived from the offering and, in addition, to issue finders' warrants exercisable to purchase that number of common shares which is equal to 10% of the total number of shares issued by the Company in exchange for subscription receipts. The finders' warrants will be exercisable for five years after Closing at the price of $0.40, but may not be exercised until after completion of the COB. In addition, the EMD has been granted a right of first refusal with regard to future financings of the Company for a period of five years after Closing. The subscription receipts, all shares issued in exchange for subscription receipts, the finders' warrants and all shares acquired on the exercise of finders' warrants will be subject to a four-month hold period commencing on the Closing date.

Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the proposed COB, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed COB and has neither approved nor disapproved the contents of this press release. There can be no assurance that the contemplated transactions will be completed as proposed or at all.

ON BEHALF OF THE BOARD

Reimar Koch, President, AccelRate Power Systems Inc.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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