Vancouver, British Columbia--(Newsfile Corp. - November 25, 2025) - Legend Power Systems Inc. (TSXV: LPS) (OTCQB: LPSIF) ("Legend Power" or the "Company"), is pleased to announce a non-brokered private placement of a minimum of 11,111,111 units and up to a maximum of 14,186,000 units of the Company (each, a "Unit") at a price of CAD$0.12 per Unit for aggregate gross proceeds of a minimum of CAD$1,333,333 and up to a maximum of CAD$1,702,320 (the "Offering"). The Offering is being completed pursuant to the amendments to National Instrument 45-106 - Prospectus Exemptions set forth in Part 5A thereof (the "LIFE Exemption") to purchasers resident in Canada, except Québec, and such other jurisdictions outside of Canada in compliance with applicable securities laws of those jurisdictions. The Company has filed a Form 45-106F19 offering document (the "Offering Document") related to the Offering that can be accessed under Legend Power's profile at www.sedarplus.ca and on the Company's website https://legendpower.com. Prospective investors should read the Offering Document before making an investment decision.
Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of CAD$0.20 per Common Share for a period of 24 months from the date of issuance subject to an accelerated expiry provision, whereby in the event the daily volume weighted average trading price of the Company's Common Shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs (the "Exchange"), exceeds $0.25 for a period of 10 consecutive trading days, at the Company's election, the period within which the Warrants are exercisable, will be reduced and the holders of the Warrants will be entitled to exercise their Warrants for a period of 30 days commencing on the day the Company provides notice, any outstanding Warrants not exercised during the 30 day period will expire (the "Accelerated Expiry Provision"). The Units issued in the Offering will not be subject to any statutory hold period under applicable Canadian securities laws, subject to limitations prescribed by the LIFE Exemption.
In connection with the Offering, the Company may pay fees in accordance with the policies of the Exchange, being a cash commission of up to 5.0% on total proceeds received from subscribers introduced to the Company by the eligible finder and the issuance of non-transferable Common Share purchase warrants (each, a "Finder's Warrant") equal to up to 3.0% of total Units issued to subscribers introduced to the Company by eligible finders. Each Finder's Warrant will entitle the holder to acquire one Common Share at an exercise price of CAD$0.20 per Common Share for a period of 24 months from the date of issuance, subject to the Accelerated Expiry Provision. Securities issued to eligible finders will be subject to a statutory hold period expiring 4 months and 1 day after issuance in accordance with the policies of the Exchange and applicable Canadian securities laws.
The Company intends to use the net proceeds from the Offering primarily for operating expenses, material purchases and general working capital purposes, as more specifically detailed in the Offering Document.
The Offering may close in multiple tranches, with the first tranche closing expected to occur on or before December 5, 2025 and the final closing to occur no later than January 8, 2026. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Exchange.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Legend Power Systems Inc.
Legend Power Systems Inc. (https://legendpower.com/) provides an intelligent energy management platform that analyzes and improves building energy challenges, significantly impacting asset management and corporate performance. Legend Power's proven solutions support proactive executive decision-making in a complex and volatile business and energy environment. The proprietary and patented system reduces total energy consumption and power costs, while also maximizing the life of electrical equipment. Legend Power's unique solution is also a key contributor to both corporate sustainability efforts and the meeting of utility energy efficiency targets.
About SmartGATE
SmartGATE is a turnkey solution that identifies and resolves inefficiencies in commercial electrical systems, enhancing energy performance while reducing costs and emissions. The SmartGATE active energy management system installs after the meter in line with your switchgear. Using our patented technology, we extract a percentage of the load, convert and analyze it, rebuild the waveform, and then inject it back into your system. This provides full voltage regulation (+/- 8%) to your exact specification, on each phase individually to address the main power attributes that impact system reliability, lifetime, and efficiency. All focused on reducing energy consumption while creating optimal power for optimal performance with a footprint designed for today's buildings.
For further information, please contact:
Jonathan Lansky, Director
+1 416 417 7664
lansky.j@icloud.com
Sean Peasgood, Investor Relations
+ 1 647 503 1054
sean@sophiccapital.com
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release may contain statements which constitute "forward-looking information", including statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors, or its officers with respect to the size and terms of the Offering, closing of the Offering in one or more tranches, the anticipated use of proceeds from the Offering, and the ability of the Company to obtain requisite approvals for the Offering. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company, or its management, are intended to identify such forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company's future business activities may differ materially from those in the forward-looking statements as a result of various factors. Such risks, uncertainties and factors are described in the periodic filings with the Canadian securities regulatory authorities, including the Company's quarterly and annual Management's Discussion & Analysis, which may be viewed on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results to not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements other than as may be required by applicable law.
/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275837
SOURCE: Legend Power Systems Inc.
