Cloudbreak Resources Ltd.

Cloudbreak Resources Ltd.
AccelRate Power Systems Inc.

AccelRate Power Systems Inc.

November 24, 2010 09:15 ET

AccelRate Options Yukon Mineral Properties from Cloudbreak/Announces Change of Business

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 24, 2010) - AccelRate Power Systems Inc. (TSX VENTURE:AXP)(FRANKFURT:KCG) is pleased to announce that it has been granted an option (the "Option") to acquire a 70% interest in the Lucky, Strike and AU mineral claims (the "Property") from Cloudbreak Resources Ltd. (TSX VENTURE:CDB)(FRANKFURT:C6K). The subject mineral claims are located immediately west of Kinross' (formerly Underworld's) claims in the Dawson Mining District of the Yukon, and are generally collectively known as the "Lucky Strike" property. AccelRate's acquisition of the Option will constitute a Change of Business ("COB") under the policies of the TSX Venture Exchange (the "TSXV") and, as such, will be subject to acceptance by the TSXV as described below under "Regulatory Matters". On completion of the COB, AccelRate intends to become a pure gold explorer and to change its name to "Goldstrike Resources Ltd."

Cloudbreak recently announced its acquisition of three additional oil prospects, and now holds thirteen oil prospects. Chapman Petroleum Engineering Ltd. has been engaged to complete detailed reviews in final preparation for drilling. Cloudbreak's principal focus going forward will be to drill and develop its oil properties, and it has therefore determined to change its name to "Petro One Energy Corp.", subject to acceptance by the TSXV. Nonetheless, Cloudbreak recognizes the value of projects in the Yukon and, for the time being plans to retain its 100% interest in the BRC mineral claims, also located in the Yukon and also adjacent to the Kinross property, and will retain a 30% interest in the Lucky Strike claims on exercise of the Option by AccelRate (Goldstrike Resources). Full details of the agreement terms are set out below under "Transaction Terms". The agreement has been structured to be non-dilutive to Cloudbreak and to provide it with exposure at the ground level to a pure gold explorer that has an aggressive growth strategy planned in this emerging new gold district.

Information on the Target Assets and AccelRate

In a news release issued November 17, 2010, Cloudbreak reported positive results from geophysical surveys over its Lucky Strike properties, located 5 km east of the Kinross Golden Saddle deposit. The survey revealed patterns of structures and anomalous potassium that coincide with extensive gold trends discovered as a result of reconnaissance soil geochemical surveys reported in Cloudbreak's February 25, 2010 news release. The structural patterns closely resemble those associated with the gold discoveries reported by Kaminak on its Coffee Creek property, 30 km to the south, and by Underworld on its 1.6 million ounce Golden Saddle and Arc discoveries (now owned by Kinross). All of Cloudbreak's claims are underlain by the same package of Devono-Mississippian metamorphic rocks that host the Coffee Creek gold discoveries and the Golden Saddle and Arc gold deposits. The Lucky Strike property is bordered by claims owned by Kinross and Golden Predator to the north and west, and by Shawn Ryan's Brew claims to the south.

The geophysical surveys show that the Lucky Strike property covers part of a regional shear zone with a network of northwest structures that enclose a zone of strongly potassic rocks. Similar structures can be clearly seen on geophysical maps that cover Kaminak's Coffee Creek property. Numerous linear gold soil anomalies up to 6 km long with values up to 75 ppb are concentrated within the potassic zone along well defined key northeast, north-northeast and north-south trends up to 6 km long that are interpreted as cross-cutting extensional structures as seen at Coffee Creek. An historic 585.2 ppb gold soil sample taken by Shawn Ryan 3 km west of the Lucky Strike property appears to be located on the same northeast trend as a strong gold soil anomaly and an associated geophysically indicated structure on Cloudbreak's claims. The Lucky claims are less than 1 km from active placer claims on Brewer Creek, and the property is bisected by a surveyed placer baseline along Simmons Creek. High level Cretaceous intrusions on and 1.5 km southwest of the Lucky claims could have provided a source for both potassic alteration and gold in the metamorphic rocks. These rocks belong to the same geologic package that hosts the Kinross Golden Saddle deposit and the Kaminak Coffee Creek discoveries. 

Based on a compilation of all the positive results seen to date, an exploration program of mechanized trenching and deep infill auger drilling is recommended to confirm the source of the many extensive gold soil anomalies coincident with key geophysically indicated structures located on the Lucky Strike property.

The technical information in this news release has been reviewed by Trevor J. Bremner, M.Sc., P.Geo., a qualified person for the purposes of National Instrument 43-101. 

On completion ("Closing") of the proposed acquisition of the Option and resultant COB, AccelRate will commence the mineral exploration business as a "Mining Issuer - Exploration" on Tier 2 of the TSXV Venture Exchange (the "TSXV"). AccelRate has arranged to appoint Lawrence Dick, P. Geo., who is a qualified person in respect of mineral exploration projects, to its Board of Directors before Closing, and will make other changes it deems necessary or desirable in connection with it proposed new business.

AccelRate currently carries on the business (the "Charger Business") of licensing technology for the manufacture and sale of high-speed battery chargers as a "Technology or Industrial Issuer" on Tier 2 of the TSXV. On Closing, AccelRate will cease to carry on the Charger Business and will transfer it to AccelRate's President at its fair market value, to be established by a formal valuation, in settlement of audited debt.

Transaction Terms

The Option has been granted to AccelRate by Cloudbreak pursuant to agreement (the "Agreement") made November 23, 2010. Cloudbreak and its principals are at arm's length from AccelRate and its principals. The essential terms of the Agreement are as follows:

1.  To maintain and exercise the Option, AccelRate must:
  (a)  issue 2,000,000 common shares and 4,000,000 warrants to Cloudbreak on Closing, and issue an additional 1,000,000 common shares on each of the ensuing five anniversaries of the Closing date;
  (b)  pay a total of $500,000 to Cloudbreak in four annual installments ($50,000, $100,000, $150,000 and $200,000) on the second, third, fourth and fifth anniversaries of the Closing Date;
  (c)  arrange for an exploration program costing not less than $300,000 during 2011 (such expenses to be incurred and paid by Cloudbreak from flow-through funds raised in its recent private placement);
  (d) deliver to Cloudbreak, not later than the sixth anniversary of the Closing date, written notice of AccelRate's commitment to fund the preparation of a feasibility study in respect of the Property or part thereof, and deliver a Positive Feasibility Report to Cloudbreak within two years after the date of such written notice.
  All shares issued to Cloudbreak will be subject to a four month hold period from their respective dates of issue. Each warrant will be transferable and exercisable for five years after Closing to purchase one share for $0.25. Any shares issued pursuant to the exercise of warrants within four months after Closing will be subject to a four month hold period after the Closing date. The warrants will be transferable and will contain a term stipulating that they may not be exercised without the prior consent of the TSXV if such exercise would make the person exercising such warrants an "insider" of AccelRate as that term is defined in the Securities Act (British Columbia). It is anticipated that Cloudbreak will hold less than 10% of AccelRate's outstanding shares following Closing.
2.  AccelRate will transfer its Charger Business to the President of AccelRate on Closing in satisfaction of AccelRate's remaining indebtedness to the President, described under "Debt Settlements" below.

AccelRate will be required to obtain a NI 43-101 compliant geological report on the Property to complete the COB. AccelRate also plans to obtain a valuation of the Charger Business in connection with the proposed disposition of the Charger Business, as such transaction will be a "related party transaction" under TSXV Policies. The Agreement includes other terms and conditions considered standard for transactions of the nature described in this news release, including formation of a Joint Venture upon AccelRate earning its interest and a 5 kilometer area of interest in favor of Cloudbreak. The 70% interest in the Property to be earned by AccelRate, and Cloudbreak's interest, will be subject to an underlying 3% net smelter returns royalty in favor of a previous owner of the Property, which can be bought down to 2% for $1,000,000.

Financing Requirements and Debt Settlements

To complete the proposed COB, AccelRate will be required to eliminate significant indebtedness and raise sufficient funds to carry out a recommended work program on the Property and to cover its working capital requirements. AccelRate will eliminate the majority of its indebtedness by disposing of its Charger Business and intends to arrange one or more private placements to pay remaining indebtedness and to cover its other financial requirements. All shares issued pursuant to any financing will be subject to a four month hold period.

Regulatory Matters

The proposed acquisition of the Option will constitute a Change of Business under the policies of the TSXV. AccelRate has not retained a sponsor in connection with the proposed transaction, and will be requesting that the TSXV waive any requirement for sponsorship.

Completion of the transaction is subject to a number of conditions, including TSXV acceptance and, due to the proposed disposition of the Charger Business, disinterested shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. 

Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the proposed transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of AccelRate should be considered highly speculative. 

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Reimar Koch, President, AccelRate Power Systems Inc.   

Peter Bryant, President, Cloudbreak Resources Ltd.

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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