The News is out FOR IMMEDIATE RELEASE
Empower TechnologiesTM Signs
Amended Northstar Network Purchase Agreement
August 13, 2012 – Richmond, British Columbia, Canada – Empower Technologies Corporation (TSX.V:
EPT) ("Empower") announces that it has signed an Amended and Restated Share Purchase Agreement
(“Amended Agreement”) with Northstar Electronics, Inc. (OTCBB: NEIK) (“Northstar Electronics”) for the
purchase of Northstar Network Ltd. (“NNL”) to amend the purchase price and further extend the outside
closing date for the transaction.
Under the Amended Agreement, the aggregate purchase price for NNL is reduced to $3,186,176, which
Empower will satisfy at closing as follows:
(a) the $61,655 advanced by Empower to Northstar Electronics for working capital will be
deemed paid and set off against the purchase price;
(b) Empower will assume NNL’s liabilities in the amount of $3,012,021; and
(c) Empower will issue to Northstar Electronics common share purchase warrants having a
deemed aggregate value of $112,500, which warrants will entitle the holder to acquire an
aggregate of 4,000,000 Empower common shares for a period of three years from the date of
issuance.
The terms of the warrants are as follows: 1,000,000 warrants will be exercisable at
.10 per Empower share;
1,000,000 warrants will be exercisable at
.20 per Empower share; 1,000,000 warrants will be exercisable at
.25 per Empower share; and 1,000,000 warrants will be exercisable at
.30 per Empower share. The
warrants will provide that the holder will give Empower not less than 30 days prior written notice of any
proposed exercise of warrants to acquire more than 200,000 Empower shares.
Empower has advanced an aggregate of $142,726.66 to NNL to date for working capital. This debt will
remain outstanding as an intercompany loan following closing.
The Amended Agreement also provides for a new outside closing date of September 30, 2012, after which
the agreement will terminate unless further extended by the parties. Closing is anticipated to occur on or
before September 30, 2012.
Closing of the transaction is subject to a number of conditions, including Empower receiving TSX Venture
Exchange approval. There is no assurance that Empower will receive such approval or that the other
conditions to closing will be satisfied on or prior to the outside date on terms satisfactory to the parties or at
all.
Performance Capital, Principal Gordon Monk, is acting as the advisor to Empower on the acquisition.
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.