Caspar Koch

May 01, 2007 15:10 ET

Caspar Koch: News Release

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 1, 2007) - Caspar Koch (the "Offeror") reports, pursuant to section 111 of the Securities Act (British Columbia), that on April 23, 2007 (the "Distribution Date") he acquired, directly and indirectly, a total of 454,545 units (each a "Unit") of AccelRate Power Systems Inc. (the "Company") at the price of $0.22 per Unit. Each Unit is comprised of one common share of the Company and one-half warrant (two half warrants equals one "Whole Warrant"). Each Whole Warrant is exercisable to purchase one additional common share of the Company for $0.27 until the first anniversary of the Distribution Date. The Offeror has acquired ownership and control of the Units.

Immediately prior to the Offeror's acquisition of the Units, the Offeror beneficially owned and controlled, directly and indirectly, 2,173,795 common shares of the Company, as well as options exercisable to purchase an additional 275,000 common shares of the Company. The Offeror does not own or control, directly and indirectly, any convertible debt securities of the Company.

Immediately after the Offeror's acquisition of the Units, which were issued as part of a distribution of 1,060,545 units, the Company had 27,315,945 shares outstanding and the Offeror beneficially owned or controlled a total of 2,628,340 common shares, representing 9.62% of the Company's issued and outstanding shares. Assuming exercise of all options and warrants currently held by the Offeror, including the warrants included in the Units, and assuming exercise of no outstanding options, warrants or debt conversion rights held by others, the Company would have 28,272,763 shares outstanding and the Offeror would beneficially own or control 3,130,613 common shares representing 11.07% of the Company's outstanding shares.

The Offeror is not acting jointly or in concert with any other person in respect of securities of the Company. Accordingly, the Offeror has actual ownership and control of 2,628,340 common shares of the Company, and is deemed pursuant to the early warning provisions of the Securities Act (B.C.) to have ownership and control of 3,130,613 common shares of the Company. The Offeror does not have ownership of any securities of the Company which are controlled by persons or companies other than the Offeror. There are no securities of the Company owned by another person and controlled exclusively by the Offeror, and there are no securities of the Company owned by another person and in respect of which the Offeror shares control with any joint actor.

The subject transaction was completed off the market by way of private placement in British Columbia, to provide the Company with general working capital. The Offeror acquired the Units for investment purposes and does not currently intend to acquire ownership or control of additional common shares of the Company. The Offeror may from time to time in the future decide to acquire ownership or control of additional common shares of the Company.

The Offeror has not entered into any agreement in connection with the private placement described herein, including any agreement with respect to the acquisition, holding, disposition or voting of any shares of the Company. There are no "joint actors" in connection with the disclosure required by NI 62-103, Appendix E in respect of the private placement. The Offeror has advanced $100,000 to the Company in cash in connection with the private placement.

CASPAR KOCH

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Caspar Koch
    (604) 688-8654