Canadian Phoenix Resources Corp.
TSX VENTURE : CPH

Canadian Phoenix Resources Corp.

February 21, 2008 19:22 ET

Canadian Phoenix Resources Corp. Announces Authorization to Amendments to Trust Indenture and Debentureholder Approval of Business Combination Transaction

CALGARY, ALBERTA--(Marketwire - Feb. 21, 2008) - CANADIAN PHOENIX RESOURCES CORP. ("Canadian Phoenix") (TSX VENTURE:CPH) is pleased to announce that the holders of debentures issued under the trust indenture (the "Trust Indenture") dated April 11, 2007 between Canadian Phoenix and Computershare Trust Company of Canada (the "Trustee") have passed extraordinary resolutions authorizing certain amendments to the Trust Indenture. A summary of the amendments authorized to be made to the Trust Indenture follows.

- The definition of a "Business Combination Transaction" is to be 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 to be amended to exclude the proceeds from the Private Placement.

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

The Corporation will now proceed to enter into amending agreements with the Trustee to implement these extraordinary resolutions.

Canadian Phoenix is also pleased to announce that the holders of debentures issued under the Trust Indenture have also passed extraordinary resolutions which have approved the completion of the transaction (the "Serrano Transaction") with Serrano Energy Ltd., on substantially the same terms as set out in the News Release, as a Business Combination Transaction for the purposes of the Trust Indenture. These extraordinary resolutions have also approved the completion of the Private Placement for minimum gross proceeds of not less $20 million as a Business Combination Transaction for the purposes of the Trust Indenture 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. The Serrano Transaction would satisfy one of the other sub-items of the definition of a Business Combination Transaction. Approximately 133.5 million common shares of the Corporation are issuable upon conversion of the debentures issued under the Trust Indenture.

Canadian Phoenix announces that due a miscommunication with a subscriber under its December 2007 private placement of Units, 911,600 Units that were not subscribed for were mistakenly issued, with 40 million Units being the correct number of Units sold. The common shares and warrants comprising these Units have now been returned to the Canadian Phoenix for cancellation. Following the issue and at present, a total of 199,005,432 common shares of Canadian Phoenix are issued and outstanding.

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)