AccelRate Completes Change of Business
June 17 2011 - 1:03PM
Marketwired
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.
Contacts: AccelRate Power Systems Inc. Reimar Koch (604)
688-8656 (604) 688-8654 (FAX) info@accelrate.com
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