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www.newswire.ca/en/releases/archive/September2009/15/c5373.html
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ARISE Technologies Secures Access to $10 million Equity Facility
WATERLOO, ON, Sept. 15 /CNW/ - ARISE Technologies Corporation (TSX: APV and Frankfurt: A3T), which is dedicated to becoming a leader in high-performance, high-quality, cost-effective solar technology, today announced that it has entered into a binding agreement to secure access to funds on an as-needed basis for up to $10 million through a Committed Equity Facility provided by Haverstock Master Fund. Haverstock is a Cayman Island company headquartered in Roslyn, New York. The issue and sale of shares under the facility is subject to regulatory approval.
The 36-month agreement, which is consistent with the term sheet announced by ARISE on August 12, 2009, enables the company to receive up to a maximum amount of $500,000 per drawdown. Timing of any drawdown is at ARISE's sole discretion. Under the terms of the facility, ARISE will issue common shares to Haverstock at a price equal to the weighted average market price determined over a pricing period of five trading days, less a 6.5% discount.
Under the terms of the agreement, ARISE's distribution of shares under the facility is to be qualified by prospectus. ARISE has filed a preliminary base shelf short-form prospectus with a view to being able to satisfy such obligation under the facility. Implementation of the facility will require ARISE to file a final base shelf short-form prospectus and a prospectus supplement describing the facility. In addition, in the case of each drawdown a separate pricing supplement also must be filed.
Haverstock may resell the shares issued to it by ARISE at the fund's discretion, through registered dealers trading through the Toronto Stock Exchange. ARISE is under no obligation to draw from this facility and will remain at all times free to enter into other financing transactions with the exception of similar equity lines.
ARISE has agreed to pay Haverstock an implementation fee and an activation fee, which together aggregate $275,000. As its discretion, ARISE is entitled to satisfy such fees by issuing common shares at a deemed price of $0.55 per share, subject to regulatory approvals.
ARISE and Haverstock have jointly applied for exemptive relief from Canadian securities regulators in connection with certain aspects of the facility. The facility cannot be drawn down until ARISE and Haverstock have received such exemptive relief and ARISE has filed and had a receipt issued for its final shelf prospectus and has filed the related prospectus supplement in connection with the facility and the pricing supplement for each drawdown.
The facility agreement, the base shelf prospectus, the prospectus supplement, and the pricing supplements will be made available on SEDAR at www.sedar.com and on ARISE's website at www.arisetech.com.
This news release does not constitute an offer to sell ARISE securities or the solicitation of an offer to buy ARISE securities, nor is there to be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Haverstock
Haverstock is an institutional investor with an investment objective to seek capital appreciation through the general strategy of investing in public securities of U.S. and non-U.S. companies, through direct equity purchases from such companies. The portfolio manager of Haverstock, David Ratzker, has structured more than US$300 million worth of private equity investments in publicly traded corporations in a variety of sectors including energy, cleantech, telecommunications, consumer, and education.
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