Canadian Energy Exploration Inc.

January 19, 2010 20:52 ET

Canadian Energy Exploration Inc. (formerly named TALON International Energy, Ltd.) Announces Closing of Amalgamation and Private Placement

CALGARY, ALBERTA--(Marketwire - Jan. 19, 2010) - Canadian Energy Exploration Inc. ("CEE") (TSX Venture: XPL) (formerly named TALON International Energy, Ltd.) ("TALON") (TSX VENTURE:TAR) is pleased to announce that, further to press releases dated July 23, 2009 and October 16, 2009, and pursuant to an amalgamation agreement (the "Agreement") with Fifth Avenue Diversified Inc. ("Fifth Avenue") effective October 7, 2009, TALON and Fifth Avenue continued into the province of Alberta (the "Continuances") and amalgamated (the "Amalgamation") on January 1, 2010 to form CEE. In addition, Fifth Avenue and CEE completed private placements (the "Private Placements") of common shares and common shares issued on a flow-through tax basis (the Amalgamation, the Continuances and the Private Placements are collectively referred to herein as the "Transaction").

The Amalgamation

Under the Agreement, each of TALON and Fifth Avenue continued into the Province of Alberta. TALON and Fifth Avenue then amalgamated to form CEE. Pursuant to the Transaction, all of the outstanding TALON securities and Fifth Avenue securities were exchanged for corresponding securities of CEE. In particular, CEE will issue:

  • One CEE common share ("CEE Share") for every ten TALON common shares ("TALON Shares") issued and outstanding on the effective date of the Transaction; and
  • One CEE Share for every two Fifth Avenue common shares ("Fifth Avenue Shares") issued and outstanding on the effective date of the Transaction.

Any fractional interest resulting from the foregoing transactions has been rounded up or down to the nearest CEE security.

After completion of the Transaction there are 31,428,769 CEE Shares outstanding which consist of 23,983,769 CEE Shares issued pursuant to the Amalgamation and Private Placements and a further 7,445,000 CEE Shares were issued in order to settle debts owed by Fifth Avenue (the "Fifth Avenue Debt Conversion"). In addition, 2,250,000 CEE stock options have been issued in accordance with CEE's stock option plan.

As a condition of the Transaction imposed by the TSX Venture Exchange Inc. (the "Exchange"), the CEE Shares acquired by the directors and officers of CEE and certain shareholders of Fifth Avenue, representing a total of 11,116,275 CEE shares or 35.4% of the issued and outstanding CEE Shares, have been escrowed (the "Escrowed Shares").

Pursuant to the terms of escrow, the Escrowed Shares will be releasable from escrow as to 10% on the date the Exchange issues its final bulletin with respect to the Transaction, with a further 15% being releasable every six months thereafter.

Shareholder Approval

Each of TALON and Fifth Avenue held a shareholder meeting on November 9, 2009. All resolutions that were considered by the TALON and Fifth Avenue shareholders were approved at the TALON and Fifth Avenue shareholder meetings, respectively. At the TALON shareholder meeting, the TALON shareholders who voted at the meeting unanimously passed special resolutions approving the continuance into the province of Alberta and approving the Amalgamation, as more particularly described in the Joint Management Information Circular of TALON and Fifth Avenue dated October 7, 2009.

Exchange Approval and Trading of CEE Shares

On December 29, 2009, the Exchange granted conditional approval to TALON to proceed with the proposed Transaction. On January 18, 2010, the Exchange issued a bulletin accepting the final documentation with respect to the Transaction. Pursuant to the final Exchange bulletin, the CEE Shares will begin trading on the Exchange under the symbol TSXV: XPL effective as of the opening of trading on January 20, 2010.

Cease Trade Orders

The Alberta Securities Commission (the "ASC") and the British Columbia Securities Commission (the "BCSC") have issued revocation orders dated October 14, 2009 and November 30, 2009, respectively (the "Revocation Orders") granting full revocation of compliance-related cease trade orders issued by the ASC and the BCSC in respect to TALON.

The Alberta cease trade order was issued on May 7, 2008 against TALON by the ASC for the failure of TALON to file its audited annual financial statements and management's discussion and analysis for the year ended December 31, 2007 (the "2007 Annual Filings"). As a result of the Order, the Exchange suspended trading in TALON's shares on May 7, 2008. The 2007 Annual Filings were filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") on May 8, 2008.

The British Columbia cease trade order was issued on June 4, 2009 against TALON by the BCSC for the failure of TALON to file its audited annual financial statements and management's discussion and analysis for the year ended December 31, 2008 (the "2008 Annual Filings") and its unaudited interim financial statements and management's discussion and analysis for the three months ended March 31, 2009 (the "2009 Interim Filings"). The 2008 Annual Filings and the 2009 Interim Filings were filed on SEDAR on October 9, 2009.

Private Placement

As previously announced (see TALON press releases dated July 23, 2009 and October 16, 2009), Fifth Avenue and CEE have closed their respecting Private Placements, which after completion of the Transaction consisted of the issuance of 9,781,470 CEE shares, at a price of CDN.$0.05 per CEE Share; and 6,554,167 CEE Shares, issued on a "flow-through tax basis", at a price of CDN.$0.06 per share, for total proceeds of $882,323.50. The Fifth Avenue Shares issued pursuant to the Private Placement were exchanged upon the completion of the Amalgamation for CEE Shares based on the Fifth Avenue exchange ratio.

The proceeds of the Private Placements will be used for exploring oil and gas opportunities and for CEE's exploration program. Additional amounts have been allocated for costs required to complete the Amalgamation, the Private Placements and additional transactions and for unallocated working capital. There may be circumstances where for sound business reasons, a reallocation of funds may be necessary in order for CEE to achieve its stated business objectives.

Fifth Avenue Debt Conversion

In connection with completion of the transaction and pursuant to the Agreement, CEE has issued a total of 7,445,000 CEE Shares at a deemed price of $0.05 per share to certain creditors of Fifth Avenue. The shares were issued in order to settle debts owing in the aggregate amount of $372,250. These shares were issued on the same terms as the common share Private Placements.

Stock Options

At the closing of the Transaction, CEE granted options to purchase up to 2,250,000 CEE Shares to officers, directors and consultants of CEE at an exercise price of $0.10 per share exercisable for a period of five years from the date of grant.

CEE's Board of Directors and Officers

In connection with the completion of the Transaction, the following individuals have been appointed as directors and the management and key personnel of CEE:

Directors: Chris J. Bloomer, David Stadnyk, William S. Sudhaus, George Tsafalas and John D. Wright.

Officers: William S. Sudhaus – President and Chief Executive Officer, George Tsafalas, Chief Financial Officer, and Donald B. Edwards, Corporate Secretary.

Early Warning of Securityholders of CEE

In connection with the completion of the Transaction, David Stadnyk of Suite #1220, 666 Burrard Street, Vancouver, British Columbia V6C 1X8 has acquired direct ownership over 4,621,667 CEE Shares or approximately 14.7% of the issued and outstanding CEE Shares, and 250,000 stock options to purchase CEE Shares exercisable at a price of $0.10 per share for a period of five years from the date of grant. Pursuant to the Transaction, Mr. Stadnyk received 2,491,666 CEE Shares in exchange for the 4,983,333 Fifth Avenue Shares he held immediately prior to the completion of the Transaction. In addition, Mr. Stadnyk received 2,130,000 CEE Shares at a deemed consideration of $0.05 per share pursuant to the Fifth Avenue Debt Conversion. Assuming the full exercise of his stock options, Mr. Stadnyk will directly own an aggregate of 4,871,666 CEE Shares or 15.4% of the then issued and outstanding CEE Shares.

In connection with the completion of the Transaction, George Tsafalas of Suite #1220, 666 Burrard Street, Vancouver, British Columbia V6C 1X8 has acquired direct ownership over 4,388,334 CEE Shares or approximately 14% of the issued and outstanding CEE Shares, and 250,000 stock options to purchase CEE Shares exercisable at a price of $0.10 per share for a period of five years from the date of grant. Pursuant to the Transaction, Mr. Tsafalas received 933,334 CEE Shares at a deemed consideration of $0.05 per share in exchange for the 1,866,668 Fifth Avenue Shares he held immediately prior to the completion of the Transaction. In addition, Mr. Tsafalas received 3,455,000 CEE Shares pursuant to the Fifth Avenue Debt Conversion. Assuming the full exercise of his stock options, Mr. Tsafalas will directly own an aggregate of 4,638,334 CEE Shares or 14.6% of the then issued and outstanding CEE Shares.

CEE has been advised by Mr. Stadnyk and Mr. Tsafalas that each of them has acquired the CEE Shares and stock options for investment purposes, and that each of them may acquire additional securities in CEE in the future.

For further information or to obtain a copy of the early warning reports filed in connection with the above can be found under CEE's profile on SEDAR at www.sedar.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Canadian Energy Exploration Inc.
    George Tsafalas
    Director of CEE
    (403) 229-2800
    info@cdnenergy.com