Empower Technologies Corp. (TSXV:EPT) signed a binding letter of intent to acquire Northstar Network Ltd. from Northstar Electronics Inc. (OTCBB:NEIK) for CAD 1.2 million on November 9, 2011. The purchase price includes CAD 0.8 million to be paid in cash and 3.8 million common shares of Empower Technologies valued at CAD 0.1 per share. The CAD 0.4 million out of the CAD 0.8 million will be paid at least 30 days prior to closing of the transaction for which both Northstar Electronics and Empower should agree pursuant to which Empower will assume Northstar Network's liability that will add up to the maximum of CAD 1 million and the remaining Northstar Network liability will then be transferred to Northstar Electronics on closing. Empower will pay Northstar Electronics CAD 0.2 million cash in 6 months after closing and the remaining balance CAD 0.2 million in 12 months after closing if Northstar Network achieves positive EBITDA. As a condition for Northstar Electronics to provide support from Russell to help transition Northstar Network defense contracting business, relationships and contacts to Empower, 1.8 million Empower shares will be issued, Empower will also issue 1 million shares to Northstar Electronics in the first quarter of 2013 subject to TSX Venture escrow release schedule if Northstar Network's audited financial statement shows revenue of at least CAD 4.5 million and EBITDA is 5% of revenue. Additionally, Empower will issue 1 million shares to Northstar Electronics in the first quarter of 2014 subject to TSX Venture escrow release schedule if Northstar Network's audited financial statement shows revenue of at least CAD 6 million and EBITDA is 5% of revenue.

On February 14, 2012, Empower Technologies Corp. signed a definitive agreement to acquire Northstar Network Ltd. from Northstar Electronics Inc for CAD 4 million. The purchase consideration includes CAD 1 million to be paid in cash, 3 million warrants and assumption of liabilities of CAD 3 million. Out of the CAD 1 million to be paid in cash Empower will pay CAD 0.1 million on February 28, 2012, pay a further CAD 0.5 million at closing and the remaining CAD 0.4 million within 12 months after closing. If the transaction does not close by April 30, 2012, Empower will advance the Northstar Electronics an additional CAD 0.1 million of the purchase price, thereby reducing the closing payment to CAD 0.4 million. The post closing payment will be made in two tranches of CAD 0.2 at 6 and 12 months after closing, respectively, after deduction of any governmental charges. Empower Technologies will retain the right to use the name “Northstar” in the operation of Northstar Network Ltd.

As of May 14, 2012, Empower Technologies Corp. signed an amended definitive agreement to acquire Northstar Network Ltd. from Northstar Electronics Inc for CAD 3.6 million. The terms of the transaction were amended as, Empower will pay CAD 0.04 million of the cash portion of the purchase price to Northstar in advance on or before May 18, 2012 and another CAD 0.10 million on closing and pay a further CAD 0.10 million in 30 days after closing. For the equity portion of the purchase price, CAD 0.34 million in Empower common shares will be issued at closing and a further CAD 0.32 million in shares at the end of 18 months from closing subject to Northstar Network having incurred at least CAD 6 million or more in revenue within the last 18 months.

As of August 13, 2012, the terms of the transaction have been amended. Pursuant to the amended terms, aggregate purchase price is reduced to CAD 3.2 million. CAD 0.06 million advanced by Empower to Northstar Electronics for working capital will be deemed paid and set off against the purchase price. Empower will assume Northstar's liabilities in the amount of CAD 3.01 million. Empower will issue to Northstar Electronics common share purchase warrants, which entitle the holder to acquire an aggregate of 4 million shares for a period of three years from the date of issuance. The transaction is expected to be closed by September 30, 2012.

As of May 25, 2012, Northstar Network and Empower have changed the date of the advance payment of CAD 0.04 million of the cash portion of the purchase price to Northstar from on or before May 18, 2012, to on or before closing or at closing.

As of March 30, 2012, due to the heavy workloads and the process, the transaction is now expected to complete by April 30, 2012. As on June 29, 2012, the completion date of the definitive purchase agreement was extended from June 29, 2012, to July 10, 2012. As of July 11, 2012, the transaction completion date has been extended from July 10, 2012, to July 27, 2012. As of July 27 2012, the transaction completion date has been extended from July 27, 2012 to August 20, 2012. As of November 1, 2012, the transaction completion date has been extended to November 30, 2012.

The transaction is subject to customary closing conditions including completion of satisfactory due diligence, Empower obtaining adequate financing, and receipt of regulatory approval and third party contractual approvals. In addition, the Northstar must obtain the consent of its shareholders. The transaction is expected to complete on or before March 31, 2012. The conditions include confirmation that Northstar Network Ltd. will not provide any downstream guarantees to its creditors, nor to any creditors of Northstar Electronics Inc. and confirmation that Northstar Electronics has received all necessary approvals to affect the sale of Northstar Network Ltd. As of August 23, 2012, the transaction got conditional approval from TSX Venture Exchange and TSX Venture Exchange requires Empower to deliver certain requested documentation and satisfy certain conditions prior to closing.

Gordon Monk of Performance Capital Advisors acted as the financial advisor to Empower in the acquisition.

Empower Technologies Corp. (TSXV:EPT) cancelled the acquisition of Northstar Network Ltd. from Northstar Electronics Inc. (OTCBB:NEIK) on November 23, 2012.