FOR IMMEDIATE RELEASE
(Not for distribution in the United States)
CRS Electronics TSX Venture Exchange symbol: LED
129 Hagar St.
Welland, Ontario L3B 5V9 www.crselectronics.com
CRS Electronics Announces New CEO and Private Placement Financings
April 25, 2012, Toronto, ON - CRS Electronics Inc. ("CRS" or
the "Company"), (TSX-V:LED), a developer and manufacturer of
LED lighting, is pleased to announce that Eric Demirian,
President of Parklea Capital Inc., a firm specializing in
financial and strategic advisory services that is currently
advising the Company with respect to its financial and
strategic initiatives, has agreed to join the Company as its
Chief Executive Officer, upon the closing of the Private
Placement, as described below. Scott Riesebosch, the Founder
and current Chief Executive Officer of the Company, shall
assume the role of Chief Technology Officer.
Prior to joining Parklea Capital, Eric Demirian was Executive
Vice President of Group Telecom and Partner and Head of the
Information and Communications practice of
PricewaterhouseCoopers. "I am excited about the opportunity
to lead CRS' new strategy to supplement its innovative
technologies with low cost production and emphasis on sales
and marketing of both retail and commercial LED products"
said Mr. Demirian.
In connection with the proposed appointment of Mr. Demirian,
the Company has entered into an agreement with Canaccord
Genuity Corp. (the "Agent") to act as its agent in connection
with a fully marketed best efforts private placement (the
"Private Placement"). The terms of the Private Placement are
to be determined in the context of the market. The net
proceeds from the Private Placement will be used to fund
operations, sales and marketing expenditures and for general
corporate and working capital purposes. All securities issued
pursuant to the Private Placement are subject to a four month
hold period from closing. The Company has agreed to pay to
Canaccord a cash commission of 6% of the gross proceeds of
the Private Placement. In addition, the Company will issue to
Canaccord compensation warrants equal to 8% of the securities
issued in connection with the Private Placement.
The Company also announced that it has entered into an
agreement with Diocles Capital Inc. ("Diocles") to provide
the Company with up to $300,000 in short term bridge
financing, repayable upon the closing of the Private
Placement (the "Bridge Facility", and collectively with the
Private Placement, the "Financings"). The Bridge Facility
shall consist of subordinated secured debentures of the
Company which mature 45 days from the closing of the Bridge
Facility. The Company has agreed to pay to Diocles a cash
commission of 2% of the gross proceeds of the Bridge
Facility. In addition, the Company has agreed, subject to
receipt of the approval of the TSX Venture Exchange, to issue
to Diocles that number of common shares of the Company that
is equal to the quotient resulting from dividing 20% of the
amount of the Bridge Facility by the Discounted Market Price
of the common shares of the Company.
The Financings are subject to satisfaction of customary
closing conditions and receipt of all necessary regulatory
approvals. There is no certainty that the Private Placement
will close.
CRS Electronics Inc., a Lighting Facts partner, is a leader
in the emerging, rapidly-growing market of high efficiency
light-emitting-diode ("LED"), or, solid state lighting
("SSL"). The principal activities of CRS include the
development, manufacture and sale, primarily in North
America, of indoor lighting such as LED replacement lamps,
exterior LED warning lights on school buses, child safety
systems for school buses and contract manufacturing of LED
circuit boards. CRS plans to be a major supplier of LED
lighting solutions for a variety of applications to be
developed by CRS on its own and in conjunction with its
customers. CRS recently signed a license agreement with
Eveready Battery Company Inc., a subsidiary of Energizer
Holdings Inc., for CRS to manufacture a range of LED
lighting
products under the brand name Energizer®. The CRS LED product
line includes the MR16, GU10, PAR 20, PAR 30, PAR 38 and A19.
Future products developed by CRS may also be considered by
Energizer. © 2011 Energizer. Energizer, Energizer bunny
design and related graphics are trademarks of Eveready
Battery Company, Inc. and are used by CRS Electronics Inc.
All other brand names are trademarks of their respective
owners. Neither CRS Electronics Inc. nor Eveready Battery
Company, Inc. is affiliated with the respective owners of
their trademarks.
For more information please contact: Debbie Bamforth
Corporate Communications
Tel: 905-599-3322
Email: debbieb@crselectronics.com
Website: www.crselectronics.com
Neither TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws which can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other CRS filings, and include the receipt of all required approvals including the approval of the TSX Venture Exchange and the satisfaction of the other conditions of closing. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward- looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other CRS filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, CRS does not intend, and undertakes no obligation to update any forward-looking information to reflect, among other things, new information or future events.
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