Canadian Equipment Rental Fund Limited Partnership
TSX VENTURE : CFL.UN

November 26, 2010 18:04 ET

Canadian Equipment Rental Fund Limited Partnership Announces Equity Financing

CALGARY, ALBERTA--(Marketwire - Nov. 26, 2010) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS.

CERF GP Corp., the general partner of Canadian Equipment Rental Fund Limited Partnership (TSX VENTURE:CFL.UN) ("CERF LP" or the "Partnership"), is pleased to announce that the Partnership has filed a preliminary prospectus in connection with a short form prospectus offering in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario for a minimum ("Minimum Offering") of 2,000,000 limited partnership units ("Units") of CERF LP and a maximum of 3,600,000 Units, at a price of $2.50 per Unit, for gross proceeds of a minimum of $5 million and a maximum of $9 million (the "Offering"). The Offering will be conducted, on a "commercially reasonable" efforts basis, by a syndicate of agents led by Union Securities Ltd. and also including Canaccord Genuity Corp. and M Partners Inc. (collectively, the "Agents").

The proceeds of the Offering will initially be used to pay down outstanding bank debt, and subsequently to finance capital expenditures and for general partnership purposes.

In consideration for its services in connection with the Offering, the Agents will be paid a fee equal to 6% of the gross proceeds of the Offering, except that the fee may be reduced to 3% for certain purchases on up to 200,000 Units sold under the Offering. In addition, the Agents will receive options ("Agent Options") equal to 6% of the number of Units sold under the Offering, except that the number of Agent Options issuable may be reduced to 3% of the number of Units sold under the Offering for certain purchases on up to 200,000 Units. Each Agent Option will entitle the Agents to purchase one Unit, exercisable for twelve months from the closing date of the Offering, at a price of $2.50 per Unit.

Closing of the Offering is expected to occur on or about December 23, 2010, or such other date as the Partnership and the Agents may agree, and is subject to certain conditions including the approval of the TSX Venture Exchange and the receipt of necessary regulatory approvals.

CERF LP is an Alberta limited partnership engaged in the rental, sale and service of industrial and construction equipment. CERF LP trades on the TSX Venture Exchange under the symbol "CFL.UN" and before the issuance of Units under the Offering, has 6,116,450 Units issued and outstanding.

Forward-Looking Statements

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the closing of the Offering, the receipt of applicable regulatory approvals and the anticipated use of the net proceeds of the Offering. The closing of the Offering could be delayed if the Partnership is not able to obtain the requisite regulatory and TSX Venture Exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to closing the Offering is not satisfied, including the Minimum Offering. Accordingly, there is a risk that the Offering will not be completed within the expected timeframe or at all. The intended use of the net proceeds of the Offering by the Partnership might change if the board of directors of CERF GP Corp., the general partner of the Partnership, determines that it would be in the best interests of the Partnership to deploy the proceeds for some other purpose. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Partnership's control, including the impact of general economic conditions, industry conditions, currency fluctuations, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although the Partnership believes that the expectations in our forward-looking statements are reasonable, our forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Partnership does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account of benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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

  • CERF GP Corp., general partner of CERF LP
    Wayne Wadley
    President and CEO
    (403) 850-4095
    wwadley@cerflp.com
    or
    CERF GP Corp., general partner of CERF LP
    Ken Stephens
    CFO
    (403) 298-8695
    (403) 269-3540 (FAX)
    kstephens@cerflp.com