Torino Power Solutions Inc.
CSE : TPS
CSE : TPS.CN

Torino Power Solutions Inc.

April 26, 2017 18:07 ET

Torino Power Solutions Inc. Announces Private Placement Financing with Existing Shareholder Exemption

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 26, 2017) - Torino Power Solutions Inc. (CSE:TPS)(CSE:TPS.CN) (the "Company" or "Torino"), to announce a non-brokered private placement (the "Private Placement") of up to 6.66 million units (the "Units") at a price of $0.075 per Unit, for gross proceeds of up to $500,000. Each Unit will consist of one common share of the Company (a "Common Share") and one non-transferable Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.15 for a period of 24 months from the closing of the Offering. The Company may increase or decrease the size of the private placement. Subscription agreement and instructions are available at www.torinopower.com

The proposed net proceeds received from the offering after payment of commissions are intended to be used by the company to increase business development activity for the Company's PLM system, creation and delivery of new PLM systems to existing and new clients, new product development (tension sensor) and for working capital.

Existing Shareholder Exemption

Torino will make the Offering available to subscribers under a number of available prospectus exemptions, including the accredited investor exemption, and will make the Offering available to all existing shareholders of Torino who, as of the close of business on April 21, 2017, held Shares (and who continue to hold such Shares as of the closing date), pursuant to the prospectus exemption set out in BC Instrument 45-534 - Exemption from prospectus requirement for certain trades to existing security holders and in similar instruments in other jurisdictions in Canada (the "Existing Shareholder Exemption"). Subscription agreement and instructions are available at www.torinopower.com

There are conditions and restrictions when relying upon the existing shareholder exemption, namely the subscriber must: (a) be a shareholder of the company on the record date (and still be a shareholder), (b) be purchasing the units as a principal -- that is, for his or her own account and not for any other party, and (c) may not purchase more than $15,000 value of securities from the company in any 12-month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase more than a $15,000 value of securities, then he or she may do so provided he or she first received suitability advice from a registered investment dealer, and, in this case, subscribers will be asked to confirm the registered investment dealer's identity and employer.

Subscribers utilizing the existing shareholder exemption must reside in one of the following jurisdictions: Alberta, British Columbia, Manitoba, New Brunswick, Ontario, Nova Scotia, Northwest Territories, Prince Edward Island, Quebec, Saskatchewan and Yukon. Shareholders resident in Newfoundland and Labrador are not permitted to participate in the offering under the existing shareholder exemption. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

Finders' fees for the offering may be payable to qualified individuals composed of shares, warrants or cash, or any combination thereof. Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with the policies of exchange and applicable securities legislation.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities referenced herein 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 in the United States except in compliance with one or more exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

We seek Safe Harbor.

On behalf of the Board of Directors

Rav Mlait, CEO and Director

Torino Power Solutions Inc.

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

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company, such as final development of a commercial product(s), successful trial or pilot of company technologies, no assurance that commercial sales of any kind actually materialize; no assurance the Company will have sufficient funds to complete product development. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks regarding protection of proprietary technology; (iii) the ability of the Company to complete financings; (iv) the ability of the Company to develop and market its future product; and (v) risks regarding government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition and other factors which may be identified from time to time in the Company's public announcements and filings. There is no assurance that the DTCR business will provide any benefit to the Company, and no assurance that any proposed new products will be built or proceed. There is no assurance that existing "patent pending" technologies licensed by the Company will receive patent status by regulatory authorities. The Company is not currently selling commercial DTCR systems. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

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