PURE ENERGY VISIONS ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF CDN$1,500,000 FROM iGO, INC.
Pure Energy Visions Corp. has arranged a non-brokered private placementto raise $1.5-million from iGo, Inc. of Scottsdale, Ariz., from theissuance to iGo of 2,142,858 common shares of the corporation at apurchase price of 35 cents per common share and $750,000 principalamount of secured convertible debentures of the corporation. Theprivate placement is subject to acceptance by the TSX Venture Exchange.The debentures will have a one-year term, be convertible into a totalof 2,142,858 common shares of the corporation at 35 cents per share andnot carry interest. The debenture will be secured by a 33-per-centinterest in a new AA battery manufacturing line being developed by thecorporation through an agreement with a high-technology design andmachine manufacturing company.
This private placement is anticipated to close shortly and prior to thecorporation's previously announced planned acquisition of 100 per centof Pure Energy Solutions, Inc. and its wholly owned subsidiary, PESCanada, Inc., through a share exchange merger. The corporation and PEScontinue to work toward satisfying the conditions for closing thismerger, which is anticipated to occur on or before July 31, 2011.Neither the private placement nor the merger will result in a change ofcontrol of the corporation. Network Capital Partners, Inc., an insiderof the corporation by reason of owning over 10 per cent of thecorporation's common shares and a security holder of PES, will continueto be an insider after the merger, but its percentage ownership interestwill decrease. Paul Simmonds and Bruce Simmonds, directors andofficers of the corporation, are also directors and officers of NetworkCapital Partners.
iGo is not an insider of the corporation. iGo is a distributor ofbattery products manufactured and developed by PES pursuant todistribution and licence agreements. The agreements make iGo theexclusive distributor of Pure Energy batteries in retail marketsworldwide (with the exception of China, Hong Kong and Africa) and toearn royalties from the licensing of certain new technology beingdeveloped by the corporation to third parties approved by thecorporation and iGo. iGo's business plan includes improving the retailsales price point for rechargeable batteries compared with disposablebatteries and committing resources to marketing and distributing PureEnergy batteries under both the iGo brand and third party brands withthe intent of gaining meaningful market penetration in the rechargeablebattery market.
The proceeds from the private placement shall be utilized by thecorporation directly or through investments in PES debt securities tofinance payments to suppliers for services relating to the developmentof the new AA battery line and the development of new batterytechnology, the pursuit of worldwide patents and other proprietaryrights for this new battery technology, the final development andimplementation of the new AA battery line, and for financing expensesincurred in connection with the foregoing.
Michael D. Heil, president and chief executive officer of iGo,commented: "Through this investment, we will be able to offer iGo Greenrechargeable alkaline batteries at a more attractive price point forconsumers, further enhancing their appeal. With iGo Green, consumerscan get a AA or AAA alkaline battery that can be recharged hundreds oftimes, saving them hundreds of dollars in the process and reducing thenumber of batteries that are tossed into landfills. We believe thiswill be a strong value proposition that will provide both a financialand an environmental incentive for consumers to make the switch fromdisposable batteries."
Mr. Simmonds, chief executive officer of the corporation, added,"This is a great endorsement by an excellent partner and clearlydemonstrates iGo's high level of confidence in our RAMcell rechargeablebattery technology and their strong commitment to becoming a majorplayer in the battery category."
We seek Safe Harbor.