CCR TECHNOLOGIES LTD.
TSX : CRL

CCR TECHNOLOGIES LTD.

September 27, 2007 18:36 ET

CCR Technologies Ltd. Announces Completion of $7.524 Million Private Placement of Common Shares

CALGARY, ALBERTA--(Marketwire - Sept. 27, 2007) - CCR Technologies Ltd. (TSX:CRL) ("CCR" or the "Corporation"), a leading chemical purification technology solutions and service provider, announces, further to its press release dated August 10, 2007, that the Corporation has completed the private placement of 41,800,000 common shares at an issue price of $0.18 per common share for aggregate proceeds of $7.524 million. Pursuant to a financial reorganization and settlement agreement amongst the Corporation, certain insiders of the Corporation and Quorum Investment Pool Limited Partnership and related parties ("Quorum"), the Corporation intends to use $5,000,000 of the proceeds from the private placement to repay and discharge the outstanding convertible secured debentures (the "Debentures") held by Quorum. The private placement also resulted in the conversion of certain secured and unsecured indebtedness owed by the Corporation to certain insiders of the Corporation in the aggregate principal amount of $2,524,000.

The Corporation obtained disinterested minority shareholder approval for the private placement and debt settlement arrangement at a special meeting of shareholders held on September 25, 2007. The securities issued pursuant to the private placement are subject to a four month hold period. There are 87,644,266 common shares of the Corporation issued and outstanding after completion of the private placement.

Certain of the subscribers to the private placement are also directors or insiders of the Corporation. Accordingly, the Private Placement is a "related party transaction" pursuant to Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions.

Elson J. McDougald, a director of the Corporation, acquired 3,677,778 common shares. On a post-closing basis, Mr. McDougald directly or indirectly owned or controlled 4,992,153 common shares representing approximately 5.7% common shares issued and outstanding. C. Kent Jespersen, the chairman of the Corporation, acquired, indirectly, 1,177,778 common shares. On a post-closing basis, Mr. Jespersen directly or indirectly owned or controlled 2,464,577 common shares representing approximately 2.8% common shares issued and outstanding.

In addition, the Corporation together with Donald R. Seaman and Daryl K. Seaman, announces that Donald R. Seaman and Daryl K. Seaman have each filed an Early Warning Report in connection with their acquisition of common shares of the Corporation pursuant to the private placement.

Donald R. Seaman, a director of the Corporation, acquired, indirectly, 14,433,666 common shares pursuant to the private placement. On a post-closing basis, Mr. Donald R. Seaman, directly or indirectly, owns or controls 23,805,076 common shares representing approximately 27.2% common shares issued and outstanding. In the event that he chooses to exercise all of his outstanding stock options, Donald R. Seaman will exercise ownership and control in respect of 23,989,076 or approximately 27.3% of the issued and outstanding common shares of the Corporation. For purposes of this calculation the Corporation's issued and outstanding common shares include the common shares issuable upon exercise of all convertible securities owned or controlled by Donald R. Seaman at the time of the calculation as required by securities laws.

Daryl K. Seaman, an insider of the Corporation, acquired, indirectly, 17,211,444 common shares pursuant to the private placement. On a post-closing basis, Daryl K. Seaman, directly or indirectly, owns or controls 24,188,616 common shares representing approximately 27.6% common shares issued and outstanding. On a post-closing basis, Mr. Daryl K. Seaman does not own any securities convertible into common shares of the Corporation.

Both Donald R. Seaman and Daryl K. Seaman have acquired the common shares of the Corporation for investment purposes and may from time to time acquire additional securities of the Corporation, dispose of some or all of the existing or additional securities they each hold or will hold, or may continue to hold their current common share position.

The private placement was exempt from the formal valuation requirements pursuant to subsection 5.5(4) of OSC Rule 61-501. The Corporation satisfies the requirements of this exemption from the formal valuation requirements on the basis that the transaction is a distribution of securities of the Corporation to a related party for cash consideration or equivalent cash consideration, and neither the Corporation nor, to the knowledge of the Corporation, after reasonable inquiry the related parties have knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed.

In addition, pursuant to subsection 5.5(8) of OSC Rule 61-501, a formal valuation is not required in the event of financial hardship in specified circumstances. The Corporation has satisfied the elements of this exemption on the basis that the Corporation is in serious financial difficulty, that the private placement is designed to improve the financial position of the Corporation, the Corporation is not subject to bankruptcy insolvency proceedings or court order and the Corporation's Board, acting in good faith, and least two-thirds of the Corporation's independent directors, acting in good faith, have determined the foregoing circumstances are applicable and the terms of the transaction are reasonable in the circumstances of the Corporation. The Corporation has two independent directors in respect of the transaction, both of whom together with the other members of the board of directors, acting in good faith, have determined that the above statements are correct and that the terms of the private placement are reasonable in the circumstances of the Corporation.

In connection with the completion of the private placement and debt settlement, Wanda M. Dorosz has resigned as a director of the Corporation.

About CCR Technologies

CCR Technologies purifies process chemicals and removes impurities from natural gas through the use of proprietary patented separation technologies. The Corporation provides environmental and economic benefits to the upstream and downstream oil and gas industries, and is also pursuing new environmental business opportunities in other industries and international markets. CCR's proven, patented technology is applied via a fleet of mobile units that purify chemicals both on and off client sites. CCR also provides design, engineering and project management services for permanent large scale industrial installations that use its technology, primarily in refineries and offshore gas production. CCR is also the authorized Canadian and South American licensor of the Shell - Paques Biological Gas Desulphurization process for natural gas applications. Other liquid and gas separation technologies are in development. For information, please visit the CCR Technologies website at: www.reclaim.com.

Shares of CCR Technologies Ltd. trade on the Toronto Stock Exchange under the symbol "CRL".

The above disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond CCR's control, including: the impact of general economic conditions in Canada and in countries in which CCR and its subsidiaries currently do business, industry conditions, increased competition, the lack of available qualified personnel or management, equipment failures, fluctuations in product prices and in foreign exchange or interest rates and stock market volatility. CCR's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits CCR will derive there from.

Contact Information

  • CCR Technologies Ltd.
    Tom Coyne
    President and CEO
    (403) 543-6699
    or
    CCR Technologies Ltd.
    Alan D. Mosher C.A
    Vice President and Chief Financial Officer
    (403) 543-6699
    Website: www.reclaim.com