AccelRate Power Systems Inc.
TSX VENTURE : AXP

AccelRate Power Systems Inc.

June 17, 2011 14:03 ET

AccelRate Completes Change of Business

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 17, 2011) -AccelRate Power Systems Inc. (TSX VENTURE:AXP) issued a news release on November 24, 2010 announcing a proposed Change of Business ("COB") pursuant to Policy 5.2 of the TSX Venture Exchange (the "TSXV"). The Company is pleased to report that the COB has been conditionally accepted by the TSXV and was approved by the shareholders of the Company at a special general meeting (the "Meeting") held on June 15, 2011, excluding votes of Non-arm's Length Parties to the Company and the COB.

Following the Meeting, the Company completed the COB and, on closing ("Closing"), became a "Mining Issuer - Exploration" on Tier 2 of the TSXV. The Company has filed the following Post-Approval Documents prescribed by Policy 5.2 to fulfill the TSXV requirements for final acceptance of the COB: a certified copy of the scrutineer's report for the Meeting, an Escrow Agreement between the Company's directors and the Company's transfer agent in the form prescribed by Policy 5.2, and an Officer's Certificate certifying that all closing conditions other than TSXV acceptance have been satisfied.

The COB involved a number of material changes, more particularly described in the Information Circular for the Meeting, which may be viewed under the Company's profile on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com:

1. The acquisition of options (the "Options") to acquire interests in the "Lucky Strike" mineral claims and 23 other blocks of mineral claims, all located in the Yukon Territory (the "Properties").

2. The elimination of approximately $870,000 of debt owed by the Company to the President of the Company by: (i) the sale of the Company's former "charger business" to the President of the Company for $310,000, established as the fair market value of that business in a valuation report prepared by an independent Chartered Business Valuator; (ii) payment of $100,000 in cash; and (iii) forgiveness of the remaining balance of the debt.

3. Completion of the $6,000,000 financing (the "Financing") which was the subject of the Company's March 8, 2011 news release and the resulting issuance of 20,000,000 shares plus finders' warrants exercisable to purchase up to 1,990,000 shares for $0.40 each for five years after Closing.

Following completion of the COB and Financing, the Company has 43,916,616 shares outstanding. All shares issued pursuant to the Financing and any shares hereafter acquired on the exercise of finders' warrants are subject to a four-month hold period expiring at midnight on July 21, 2011. All shares issued on Closing pursuant to the Options are subject to a four-month hold period expiring at midnight on October 15, 2011.

In addition to approving the COB, at the Meeting the shareholders approved a change of the Company's name to "Goldstrike Resources Ltd." and the amendment of the Company's Option Plan to increase the number of shares reserved for the grant of options to 8,653,323 shares. The Company will coordinate the timing for the name change with the TSXV.

The Company has filed an independently prepared NI 43-101 technical report on the Lucky Strike property on SEDAR.

There were no changes to the Company's board of directors in connection with the COB.

The TSXV has in no way passed upon the merits of the COB and has neither approved nor disapproved the contents of this press release.

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.

Contact Information

  • AccelRate Power Systems Inc.
    Reimar Koch
    (604) 688-8656
    (604) 688-8654 (FAX)
    info@accelrate.com