Canadian Energy Exploration Inc.
TSX VENTURE : XPL

Canadian Energy Exploration Inc.

May 20, 2011 09:00 ET

Canadian Energy Exploration Inc. Announces Private Placement Equity Financing

CALGARY, ALBERTA--(Marketwire - May 20, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Canadian Energy Exploration Inc. (the "Corporation") (TSX VENTURE:XPL) is pleased to announce that pursuant to an engagement letter (the "Engagement Letter") between the Corporation and Casimir Capital Ltd. (the "Agent"), the Corporation intends to complete a brokered private placement (the "Offering") of units of the Corporation ("Units") and common shares of the Corporation issued on a "flow-through share" basis ("Flow-Through Shares"), subject to receipt of applicable regulatory approvals and compliance with applicable laws.

Pursuant to the Engagement Letter, the Agent will offer up to 33,333,334 Units at a subscription price of $0.09 per Unit and 30,000,000 Flow-Through Shares at a subscription price of $0.10 per share for aggregate gross proceeds of up to (Cdn) $6,000,000 (the Units and the Flow-Through Shares are collectively referred to as the "Offered Securities"). Each Unit will consist of one common share in the capital of the Corporation ("Common Share") and one half of a Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one additional Common Share at a purchase price of $0.15 per share for a period of 18 months from the date of the initial closing of the Offering. The Corporation has also granted the Agent an option to increase the size of the Offering by an additional 15% above the number of Offered Securities stated above, for additional gross proceeds of up to $900,000.

The closing of the Offering is expected to occur on or about June 14, 2011 and is subject to the completion of formal documentation and regulatory approval, including the conditional approval of the TSX Venture Exchange.

The Engagement Letter provides that the Agent will receive a commission and an option to purchase that number of Common Shares as is equal to seven percent of the number of Offered Securities issued pursuant to the Offering at a subscription price of $0.09 per share, such option being exercisable for a period of 18 months from the date of the initial closing of the Offering.

The proceeds from the sale of Flow-Through Shares will be used to incur certain types of Canadian Exploration Expense ("CEE") and/or deemed CEE as defined in the Income Tax Act (Canada) and such CEE or deemed CEE will be renounced to subscribers of Flow-Through Shares for the 2011 taxation year. The net proceeds from the sale of the Units will be used to fund the Company's ongoing exploration and development activities and for general working capital purposes. All securities issued in connection with the Offering will be subject to a four month hold period.

About Canadian Energy Exploration Inc.

Canadian Energy is an oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves primarily in Western Canada. The Company's common shares trade on the TSX Venture Exchange under the symbol "XPL".

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Canadian Energy in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person absent registration or an applicable exemption from the registration requirements of such Act or laws.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Offering, including statements regarding the terms and conditions of the Offering and the use of proceeds of the Offering. Readers are cautioned to not place undue reliance on forward-looking statements. Forward-looking statements are based on certain key assumptions made by the Corporation, including assumptions regarding the ultimate terms of the proposed Offering, the satisfaction of conditions to the completion of the Offering and the receipt of all regulatory and stock exchange approvals. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Offering, that the ultimate terms of the Offering will differ from those that currently are contemplated or that the Offering will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The forward-looking statements in this news release are made as of the date of this release and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements whether as a result of new information or otherwise, except as required by applicable securities laws. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation or its financial or operating results or (as applicable) their securities.

Neither the 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.
    Larry Buzan
    President and Chief Executive Officer
    (403) 229-2800
    buzan@cdnenergy.com