Canadian Oil Recovery & Remediation Enterprises Ltd.
TSX VENTURE : CVR

Canadian Oil Recovery & Remediation Enterprises Ltd.

August 14, 2009 17:22 ET

Canadian Oil Recovery & Remediation Enterprises Ltd. Announces Shareholder Approval Sought for New Financing of Up to $10 Million

TORONTO, ONTARIO--(Marketwire - Aug. 14, 2009) - Canadian Oil Recovery and Remediation Enterprises Ltd. (TSX VENTURE:CVR) ("CORRE" or the "Company"), a provider of leading edge oil recovery and remediation technologies and services, is pleased to announce that it will be seeking the written consent of the holders of a majority of its outstanding shares in respect of the creation of a new "Control Person" upon completion of its previously announced two-phase financing for aggregate gross proceeds of up to $10 million (the "Financing") (see CORRE's press releases dated June 16, 2009 and July 16, 2009 for further details concerning the Financing). In accordance with the policies of the TSX Venture Exchange (the "Exchange"), as the Financing will, upon completion, result in the creation of a new Control Person (by definition, among other things, being a holder of more than 20% of the issued and outstanding voting shares of an issuer), approval of shareholders holding in aggregate more than 50% of the issued and outstanding common shares (not including any shares held by the Control Person) is required. CORRE has received verbal confirmation of support from a sufficient number of shareholders to obtain this requisite level of approval and expects to obtain approval in writing from such parties via written confirmations of consent.

As noted in CORRE's June 16, 2009 press release, the principal subscriber for $8.5 million of the Financing is Al-Najah Advanced Technology Co. Ltd. ("NAT"). The convertible debenture to be issued to NAT upon closing of Phase 1 of the Financing in the aggregate principal amount of $4,250,000 (the "NAT Convertible Debenture") (maturing on the date that is twelve months from the date of issuance (subject to extension to a maximum of eighteen months from the date of issuance)) and the share purchase warrant to be issued concurrently (the "NAT Share Warrant") are each exercisable into 21,250,000 common shares of CORRE (each, a "Common Share") at a price of $0.20, for an aggregate of 42,500,000 Common Shares, assuming full conversion and exercise. As there are currently 48,234,263 Common Shares issued and outstanding, assuming that the convertible debenture and share warrant issued to Mr. Hassan Dahlawi (for details, please refer to the Company's press releases dated June 16, 2009 and July 16, 2009) are also fully exercised (into an aggregate of 7,500,000 Common Shares), the fully diluted issued and outstanding number of Common Shares upon completion of the Financing (not accounting for any exercises of currently outstanding stock options) would be 99,499,263 (such figure accounts for 1,265,000 Common Shares to be issued upon closing in partial payment of finder's fees in connection with the Financing). As NAT currently does not hold any Common Shares, NAT would therefore be the holder of 42.7% of the issued and outstanding Common Shares on a fully diluted basis and, accordingly, will be considered a "Control Person."

As a condition to closing of Phase I of the NAT portion of the Financing, in addition to the satisfactory completion of due diligence by NAT, certain shareholders of CORRE shall have entered in a voting trust and shareholders' agreement (the "Voting Trust and Shareholders' Agreement") pursuant to which they shall, among other things, have agreed to cast all votes attaching to their Common Shares in favour of nominees for election to the board presented by NAT, commencing on the date that NAT becomes a holder of Common Shares. Pursuant to the Voting Trust and Shareholders' Agreement, NAT shall be entitled to present a number of nominees for election as directors as is commensurate with its fully diluted pro rata equity interest in the Company. The shareholders that will be required to execute the Voting Trust and Shareholders' Agreement (the "Founding Shareholders") and their respective shareholdings of CORRE are as follows: Hassan Dahlawi (5,626,599); John Lorenzo (1,068,529); The Coopi Trust (1,714,286); Fairwater Holdings Inc.; (952,381); Prime City One Capital Corp. (952,381); Barbara Todisco (2,142,855); Joseph Carbonaro (571,429); David Carbonaro (19,048); Rugaya Al-Muina (428,571); Deborah Colby (382,452); Abdul-Aziz Hassan Dahlawi (428,571); Deena Dahlawi (428,571); Mohammad Hassan Dahlawi (428,571); Rayan Hassan Dahlawi (428,571); Laura Lee Lawrence (191,476); Paulette Lawrence (191,476); Michael Lorenzo (374,976); and Omar Shawwa in Trust (28,571).

In addition to the foregoing, certain principal shareholders of CORRE, namely Hassan Dahlawi, John Lorenzo, The Coopi Trust and Fairwater Holdings Inc. (collectively, the "Principal Shareholders") will provide NAT with certain additional rights and covenants under the Voting Trust and Shareholders' Agreement. Specifically, each of the Principal Shareholders will grant to NAT the following additional rights vis-a-vis their respective Common Shares: (a) a Right of First Refusal and First Offer; and (b) Tag-Along Rights. In addition, all of the Founding Shareholders will also grant Drag-Along Rights to NAT. The foregoing rights shall not apply to sales by Principal Shareholders of up to five percent (5%) of their respective Common Shares in any given calendar year (such sales are hereinafter referred to as "Exempt Sales"). Exempt Sales may be completed by Principal Shareholders either via the facilities of the TSX Venture Exchange or via private sale, all in accordance with applicable securities laws and regulatory policies.

The Right of First Refusal (in respect of any bona fide offer from a third party) and a Right of First Offer (to present an offer to acquire the Common Shares of the Principal Shareholder in the event that such shareholder indicates an intention to sell) relate to situations where a Principal Shareholder seeks to sell its Common Shares. In the case of an offer received by a Principal Shareholder from a third party (other than Exempt Sales), NAT and the other Principal Shareholders shall be entitled to acquire the Common Shares of the shareholder desiring to sell at the same price and subject to the same terms as offered by the third party. If NAT declines to exercise this right, the Principal Shareholder that received the third party offer will be entitled to sell the Common Shares in question to any of the other Principal Shareholders in accordance with the terms of the Voting Trust and Shareholders' Agreement on terms not more favourable to the selling shareholder than those offered by the third party. In the case where a Principal Shareholder desires to sell its Common Shares (over and above its Exempt Sales), such Principal Shareholder will be obliged to notify NAT and request that NAT makes an offer to acquire such Common Shares. If NAT makes an offer for such Common Shares that is acceptable to the Principal Shareholder, NAT and the remaining Principal Shareholders will be entitled to acquire such Common Shares on a pro rata basis, having regard to their respective equity positions. If NAT elects not to present an offer to acquire such Common Shares or if the price offered is not accepted by the Principal Shareholder, the Principal Shareholder in question will not be permitted to transfer its Common Shares without NAT's consent, unless such sale is to one or more of the other Principal Shareholders.

The Tag-Along to be provided by the Principal Shareholders to NAT and the and Drag-Along Rights to be provided by all of the Founding Shareholders to NAT refer to situations where a third party offers to acquire Common Shares held by either the Principal Shareholders or NAT. The Tag-Along Right will apply where a Principal Shareholder receives an offer from a third party to acquire some or all of its Common Shares (in excess of Exempt Sales). If NAT does not otherwise exercise its Right of First Refusal and First Offer described above, then any sale of Common Shares by the Principal Shareholder to such third party will be conditional upon the third party making an offer to acquire a proportionate number of Common Shares from NAT for the same consideration and subject to the same terms and conditions as offered to the Principal Shareholder. Conversely, the Drag-Along Right will apply in instances where NAT holds greater than thirty percent (30%) of the issued and outstanding Common Shares and receives a third party offer to acquire all of its Common Shares, in which case the Founding Shareholders will, following approval by a majority of CORRE's directors, be obliged to sell all of their Common Shares to such third party for the same consideration and subject to the same terms and conditions as offered to NAT. Alternatively, rather than selling their Common Shares pursuant to such third party offer, the Founding Shareholders will also have the alternative to acquire all of the Common Shares of NAT for the same consideration and subject to the same terms and conditions as the third party offer to NAT.

It should be noted that all of the above described covenants and rights are between NAT and the aforementioned shareholders only and are not in any way commitments or rights actionable against CORRE. In addition to the foregoing terms and conditions that will apply as between NAT and the Principal Shareholders, CORRE will provide NAT with certain further rights, which will be documented in the Voting Trust and Shareholders' Agreement. Specifically, CORRE will grant NAT: (a) a first right to participate on all future financings, whereby NAT will have the exclusive right and first opportunity to participate in all offerings of equity or debt securities, convertible securities or project financing (this right will take effect upon exercise in full by NAT of the NAT Share Warrant and remain in effect for a period of three (3) years thereafter); (b) a top-up private placement right, whereby NAT will have an opportunity at the commencement of each calendar year to complete a private placement for Common Shares in order to maintain its pro rata equity interest in CORRE as on the date of closing of Phase I of the NAT portion of the Financing; and (c) a public offering and prospectus demand right, whereby NAT will be entitled to have a portion of its Common Shares qualified under any prospectus offering that is otherwise being completed by CORRE and to demand, at any time after the first anniversary of closing of Phase I of the NAT portion of the Financing, that the Company file a prospectus for the purpose of qualifying a portion of the Common Shares held by NAT. This latter right is exercisable up to three (3) times in aggregate, but cannot be exercised more than two (2) times in any twelve month period.

The Voting Trust and Shareholders' Agreement will remain in effect until such time as either: (a) NAT ceases to hold any Common Shares (assuming that some or all of the NAT Convertible Debenture and/or the NAT Share Warrant have been converted or exercised into Common Shares); or (b) the NAT Convertible Debenture matures or is repaid (assuming that none of the NAT Convertible Debenture and/or the NAT Share Warrant have been converted or exercised into Common Shares). It should be noted that all of the rights to be provided pursuant to the Voting Trust and Shareholders' Agreement and described in this press release will supercede and replace the equivalent rights contemplated in the Memorandum of Agreement, as disclosed in the Company's press release dated June 16, 2009.

NAT is a private company based in Jeddah, Kingdom of Saudi Arabia, whose focus is on investment in technology and technology-based ventures and companies. The managing director and principal decision-maker of NAT is Mr. Mohammed M. Binladen, a resident of Jeddah, Kingdom of Saudi Arabia. Saudi Binladin Group ("SBG") has a controlling interest in NAT through its subsidiaries Al-Najah Investment Development Co. Ltd. ("NID") and Al-Najah Economic Development Co. Ltd. ("NED"). For a further description of SBG, please refer to the Corporation's press release dated June 16, 2009.

NAT is in an arm's length relationship with the Corporation and the Financing is therefore not considered a non-arm's length party transaction.

About CORRE

CORRE is a Canadian company that utilizes its proprietary Advanced Recovery Equipment Systems ("ARES") program to provide five comprehensive solutions for oil recovery and soil remediation. ARES I, II and IV are commercialized technologies offering economically viable and environmentally safe sludge treatment solutions and remediation of oil contaminated sand, soil and solids. ARES III is currently being commercialized for the extraction of oil from tar sands and ARES V represents a bioremediation technology in research and development. CORRE plans to deploy ARES in the oil producing countries of the Middle East and other regions where there is substantial demand for its oil recovery and remediation services.

Forward Looking Statements

Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

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 the release.

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