Canadian Phoenix Resources Corp.
TSX VENTURE : CPH

Canadian Phoenix Resources Corp.

March 05, 2008 09:54 ET

Canadian Phoenix Resources Corp. Announces Amendments to Trust Indenture

CALGARY, ALBERTA--(Marketwire - March 5, 2008) - CANADIAN PHOENIX RESOURCES CORP. (TSX VENTURE:CPH) ("Canadian Phoenix") is pleased to announce amendments to the trust indenture (the "Trust Indenture") dated April 11, 2007 between Canadian Phoenix and Computershare Trust Company of Canada (the "Trustee"), as previously announced on February 21, 2008. The Trust Indenture has been amended as follows:

- The definition of a "Business Combination Transaction" is amended to include "the completion by the Corporation of the private placement (the "Private Placement") of units on substantially the terms described in the Corporation's news release (the "News Release") dated February 4, 2008 for minimum gross proceeds of not less $20 million, provided that the Corporation has entered into a definitive agreement providing for a transaction that would satisfy one of the other sub-items of the definition of a Business Combination Transaction.

- The security provided by the Corporation under the Trust Indenture is amended to exclude the proceeds from the Private Placement.

- The date on which Interest is to commence to accrue is amended to May 1, 2008 from April 11, 2008.

The Corporation is now entitled to call for the conversion of all outstanding debentures into common shares of the Corporation on the earlier of (i) the completion of the transaction (the "Serrano Transaction") with Serrano Energy Ltd., on substantially the same terms as set out in Canadian Phoenix's February 4, 2008 news release and (ii) the completion of the Private Placement for minimum gross proceeds of not less $20 million provided that at the time of such completion the Corporation has entered into a definitive agreement providing for a transaction that would satisfy one of the other sub-items of the definition of a Business Combination Transaction set out in the Trust Indenture. Approximately 133.5 million common shares of the Corporation are issuable upon conversion of the debentures issued under the Trust Indenture.

Canadian Phoenix President & CEO Robert "Bob" Chenery commented that "the approval of the debentureholders of these amendments to the Trust Indenture and the proposed Business Combination Transactions demonstrates the strength and potential of Canadian Phoenix's corporate strategy."

Canadian Phoenix Resources Corp. is a publicly traded junior oil and gas exploration, development and production company with operations in Western Canada. Canadian Phoenix is pursuing a corporate strategy of being a consolidator of undervalued oil and gas assets located in the Western Canadian Sedimentary Basin. Canadian Phoenix's shares trade on the TSX Venture Exchange under the symbol "CPH".

ON BEHALF OF THE BOARD OF DIRECTORS OF CANADIAN PHOENIX RESOURCES CORP.

Robert J. Chenery, President & CEO

Forward-Looking Statements

This release may contain forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are made as of the date hereof and Canadian Phoenix does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Canadian Phoenix Resources Corp.
    Robert J. Chenery
    President & CEO
    (403) 920-0040
    (403) 920-0043 (FAX)