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 $0.10 per Empower share; 1,000,000 warrants will be exercisable at $0.20 per Empower share; 1,000,000 warrants will be exercisable at $0.25 per Empower share; and 1,000,000 warrants will be exercisable at $0.30 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.
About Empower Technologies™
Founded in 2000, Empower Technologies (TSX.V: EPT) is an innovative company that brings the power and flexibility of the LEOs® (Linux Embedded Operating System) to the dynamic embedded computing Industry and the emerging Intelligent Appliance Market, through their development of Linux-based operating software, embedded system technologies and solutions.
The products and services that form the base of its business activities include an embedded system development platform for LEOs®, based on Texas Instruments™ embedded CPU platform, that fulfill the needs and demands of developers and the embedded computing Industry. Empower is continuing to develop LEOs® and newer versions of embedded CPUs in line with Texas Instruments™.
By uniting top professionals from within the computer industry and developing quality partnerships and strategic alliances, Empower is committed to being the leading developer of Linux-based operating software and embedded system technologies and solutions for electronics manufacturers and developers.
Empower’s brands are “LEOs®”, “LinuxDA™”, Linux-based embedded operating systems, “BullsEye” Video Imaging Technology, “PowerPlay™”, smart consumer electronics.