Canoel International Energy Ltd.
TSX VENTURE : CIL

Canoel International Energy Ltd.

April 02, 2012 09:16 ET

Canoel Announces First Tranche Closing of Private Placement of Units

CALGARY, ALBERTA--(Marketwire - April 2, 2012) -

THIS PRESS RELEASE IS NOT TO BE DISTRIBUTED TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Canoel International Energy Ltd. ("Canoel" or the "Company") (TSX VENTURE:CIL) is pleased to announce, subject to regulatory approval, the completion of the first tranche of its previously announced non-brokered private placement of units ("Units"). Canoel issued an aggregate of 4,000,000 Units in this first tranche at a price of $0.05 per Unit for gross proceeds of $200,000.

Each Unit consists of one common share in the capital of Canoel and one common share purchase warrant. Each common share purchase warrant entitles the holder thereof to purchase, subject to adjustment, one additional common share at an exercise price of $0.10 per share at any time on or before the date that is 24 months from the date of issuance of the common share purchase warrant.

An insider of the Company participated in this tranche of the private placement as follows: Tonsenhagen Forretningssentrum AS, a related party of Erik Larre who is a director of the Company, purchased 2,000,000 Units for $100,000. The issuance of Units to Tonsenhagen Forretningssentrum AS pursuant to the private placement is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Canoel is relying on the exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by Tonsenhagen Forretningssentrum AS did not exceed 25% of the fair market value of the Company's market capitalization.

Following its acquisition of 2,000,000 Units, Tonsenhagen Forretningssentrum AS will hold 4,647,119 common shares of the Company, representing approximately 8.84% of the issued and outstanding shares of the Company; (ii) 3,666,667 common share purchase warrants; and (iii) convertible debentures convertible into approximately 1,060,999 common shares. Assuming the exercise of the warrants, convertible debentures in full, Mr. Larre would beneficially own or control an aggregate of 9,374,785 common shares of the Company, representing approximately 16.34% of the issued and outstanding common shares of the Company on a fully diluted basis.

Tonsenhagen Forretningssentrum AS relied on Section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions as it meets the definition of an "accredited investor" under securities legislation. Tonsenhagen Forretningssentrum AS is investing in the Company in the ordinary course of business and may, in the future, make additional investments in or dispositions of the Company's securities.

Tonsenhagen Forretningssentrum AS will be filing a report (as contemplated by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the acquisition of Units. A copy of the report may be obtained from SEDAR (www.sedar.com). Nothing in this press release or in the filing of the above-mentioned report is an admission that any person named in the report is a joint actor with another named entity.

Unless permitted under securities legislation, the holders of these securities must not trade the security before July 31, 2021.

The proceeds from this offering will be used to finance the Company's proposed drilling operations and to augment its unallocated working capital. This transaction is subject to the submission of final documentation and final approval of the TSX Venture Exchange.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning the (i) use of proceeds; (ii) completion of the private placement; and (iii) filing of the early warning report by Mr. Larre. The forward-looking statements and information are based on certain expectations and assumptions made by Canoel, including the ability to obtain the required Exchange approval and the ability of the Company to raise the needed capital to conduct the proposed drilling program. Although Canoel believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Canoel can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, Canoel being unable to obtain the required Exchange approvals. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Canoel undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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

  • Jose Ramon Lopez Portillo
    Chairman of the Board
    (403) 938-8154
    (403) 775-4474 (FAX)

    Andrea Cattaneo
    CEO & President
    (403) 938-8154
    (403) 775-4474 (FAX)
    info@canoelenergy.com