Arise Technologies: $10 Million Equity Facility Agreement
RISE Technologies Corporation, which is dedicated to becoming a leader in high-performance, high-quality, cost-effective solar technology, announced that it has entered into an amended and restated Committed Equity Facility Agreement with Haverstock Master Fund which replaces and supersedes the original agreement dated September 14, 2009. Haverstock is a Cayman Island company headquartered in Roslyn, New York.
The fundamental terms of the agreement have not changed and it provides access to funds on an as-needed basis through the sale of ARISE common shares to Haverstock for up to $10 million. Amendments to the agreement were made primarily to address requirements of the exemptive relief required from Canadian securities regulators in connection with certain aspects of the facility. Such exemptive relief was granted by the Ontario Securities Commission as of December 10, 2009. In addition, TSX conditional approval has been obtained for the listing of up to 25,228,443 common shares of ARISE which may be issued under the agreement.
The 36-month agreement 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, provided that no new drawdown can be initiated until the settlement of the previous drawdown has occurred. 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 filed a base shelf short-form prospectus in connection with the agreement on September 29, 2009. In addition, as of today's date, ARISE has filed a prospectus supplement in connection with the issuance of shares under the facility. Upon final determination of the number of shares and price thereof issuable under each drawdown, ARISE is also required to file a separate pricing supplement.
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.
Under the terms of the agreement, ARISE has agreed to pay Haverstock an implementation fee and an activation fee, which together aggregate $275,000 payable in installments over time.
As of today's date, ARISE also issued its initial drawdown notice under the facility in respect of a drawdown of $250,000. Closing of the initial drawdown is scheduled to be completed on or about December 31, 2009.
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.
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.
About ARISE Technologies
ARISE Technologies Corporation, based in Waterloo, Ontario, is dedicated to becoming a leader in high-performance, cost-effective solar technology. The company operates through three divisions. The PV Cell Division manufactures PV (photovoltaic) cells at its first manufacturing plant opened in April 2008 in Bischofswerda, Germany. The division is developing proprietary technology with a target of achieving a step-by-step progression to a high-efficiency level of greater than 20%. The PV Silicon Division is using a proprietary method to produce silicon at 7N+ high-purity (99.99999% purity) for PV cell applications, based on a simplified chemical vapor deposition process. The division is focusing on scaling up its process to provide ARISE with control over its supply, costs, and quality. The PV Systems Division has been providing PV solutions for solar farms and rooftop installations since 1996 throughout North America. ARISE is planning to expand its systems business in Ontario under the Ontario FIT (Feed-In Tariff) program.
The company's shares are listed on the Toronto Stock Exchange under the symbol APV and on the Frankfurt Open Market Exchange under the symbol A3T. Additional information is available at www.arisetech.com and www.sedar.com.
Forward-Looking Statements and Risk Factors
Certain statements in this news release may be considered to be forward-looking. Such statements are based on management's current expectations, estimations, and assumptions based on experience, trends, and other factors that are subject to the significant risks and uncertainties described in our regulatory filings. Please refer to these. Such risks and uncertainties may include, but are not limited to, the effects of general economic conditions, changing foreign exchange rates, actions by government authorities, the requirement for additional capital, high debt levels, negative working capital levels, lack of profitability, risks associated with manufacturing, industry supply levels, competitive pricing pressures and misjudgements in the course of preparing forward-looking statements.
Risk factors relating to ARISE are discussed in the Risk Factors section of ARISE's Annual Information Form and under the headings Liquidity and Capital Resources and Risk and Uncertainties in ARISE's year-end Management's Discussion and Analysis which are or will be available at www.sedar.com. These factors should be considered carefully, and readers should not place undue reliance on ARISE's forward-looking statements.
ARISE assumes no obligation to update any forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
For further information:
ARISE Technologies Corporation, 65 Northland Road, Waterloo, Ontario, Canada, N2V 1Y8, Doug McCollam, Chief Financial Officer, (519) 772-5706, Doug.McCollam@arisetech.com, www.arisetech.com