Powertech Industries Inc.
NEX BOARD : PWE.H

April 12, 2006 11:22 ET

Powertech Industries Inc.: Update on Change of Business and Acquisition of the Dewey-Burdock Uranium Property, $10,000,000 Private Placement Arranged

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 12, 2006) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S NEWSWIRE SERVICES

Change of Business

Powertech Industries Inc. (the "Company") (NEX BOARD:PWE.H) is pleased to announce that its proposed acquisition of the assets of Denver Uranium Company, LLC ("Denver Uranium") including specifically the Dewey-Burdock uranium property, and the resultant change of business to mineral exploration/development, has been conditionally accepted by the TSX Venture Exchange (the "Exchange"). On closing, the Company will issue 8,000,000 shares to Denver Uranium to acquire the assets.

Conditional approval has also been granted for:

1. The purchase from Energy Metals Corporation of a 100% interest in a 2300 acre property situated in the same area as the Dewey-Burdock in exchange for 1,000,000 common shares and 1,250,000 warrants of the Company, with each warrant entitling the holder to acquire one additional common share for one year at a price of $1.00 per share; and

2. The settlement of approximately $US800,000 of debts to be assumed from Denver Uranium and related interest and expenses through the issue of approximately 2,200,000 shares of the Company.

All matters cannot be concluded until final acceptance is received from the Exchange. Final acceptance is subject to completion of a private placement financing of at least $3,000,000 by the Company, Exchange approval of the Company's Filing Statement and shareholder approval of the change of business and certain related matters.

Private Placement Financing

The Company is also pleased to announce that it has entered into an agreement (the "Agreement") with Pacific International Securities Inc. (the "Agent") to raise up to $10,000,000 by way of a best efforts private placement. The agreement provides for the placement of up to 10,000,000 units ("Units") priced at $1.00 per Unit, each Unit consisting of one common share and one-half of one share purchase warrant. Each whole warrant is exercisable into one common share for one year from the closing date at a price of $1.30. The Company has also granted the Agents an over-allotment option exercisable at any time prior to closing for the placement of up to an additional 2,000,000 Units. Pursuant to the terms of the Agreement, Powertech will pay the Agent a commission of 7.0% of the gross proceeds of the offering, in cash and/or Units, at the election of the Agent; a corporate finance fee of $5,000; and will issue the Agent options in a number equal to 9.0% of the Units sold, with each option exercisable into one common share at a price of $1.20 for one year from closing.

The Offering will close concurrently with the closing of the Company's acquisition of the assets of Denver Uranium and re-listing on the TSX Venture Exchange.

The net proceeds of the placement will be used to carry out the recommended work program on the Dewey-Burdock Property, permitting of the Property, the purchase of equipment, additional property acquisitions and exploration, administration of the Company's corporate affairs and for general working capital purposes.

The private placement is subject to acceptance for filing by the TSX Venture Exchange.

Update on Prior Private Placements

The Company is pleased to confirm that its private placements of 350,000 units at $0.80 per unit announced January 23, 2006 and of 100,000 units at $0.80 per unit announced February 22, 2006 both completed. The units are subject to a hold period and restricted from trading until July 15, 2006.

POWERTECH INDUSTRIES INC.

Douglas Eacrett, Director

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

Contact Information

  • Powertech Industries Inc.
    Douglas Eacrett
    Director
    (604) 689-5002
    (604) 689-5003 (FAX)