Canoel International Energy Ltd.

TSX VENTURE : CIL


Canoel International Energy Ltd.

March 04, 2013 18:27 ET

Canoel Announces Second Tranche Closing of Private Placement of Units

CALGARY, ALBERTA--(Marketwire - March 4, 2013) -

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 second tranche of a non-brokered private placement of units ("Units"). Canoel issued an aggregate of 3,566,666 Units in this second tranche at a price of $0.06 per Unit for gross proceeds of approximately $214,000.00.

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.

Unless permitted under securities legislation, the holders of these securities must not trade the security before July 5, 2013.

The proceeds from this offering will be used to finance the Company's 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.

Andrea Cattaneo, the President and CEO of the Company purchased 416,667 Units in the second tranche of the private placement. Following his acquisition of 416,667 Units, Andrea Cattaneo will hold 7,360,782 common shares of the Company, representing approximately 9% of the issued and outstanding shares of the Company, (ii) 2,250,000 common share purchase warrants; and (iii) 950,000 stock options exercisable for common shares. Assuming the exercise of the warrants and stock options in full, Mr. Cattaneo would beneficially own or control an aggregate of 10,560,782 common shares of the Company, representing approximately 12.9% of the issued and outstanding common shares of the Company on a fully diluted basis.

Andrea Cattaneo relied on Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions as he meets the definition of "accredited investor" under securities legislation. Mr. Cattaneo 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.

Andrea Cattaneo filed 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 under the first tranche of the private placement. 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.

Luigi Regis Milano, the CFO of the Company purchased 333,333 Units in the second tranche of the private placement through his capacity as sole director of Pole Position S.r.l. Following his acquisition of 333,333 Units, Luigi Regis Milano will hold 828,333 common shares of the Company, representing approximately 1% of the issued and outstanding shares of the Company, (ii) 333,333 common share purchase warrants; and (iii) 375,000 stock options exercisable for common shares. Assuming the exercise of the warrants and stock options in full, Mr. Regis Milano would beneficially own or control an aggregate of 1,161,666 common shares of the Company, representing approximately 1.4% of the issued and outstanding common shares of the Company on a fully diluted basis.

Luigi Regis Milano relied on Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions as he meets the definition of "accredited investor" under securities legislation. Mr. Regis Milano 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.

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 (i) completion of the private placement and (ii) filing of the early warning report by Mr. Cattaneo. The forward-looking statements and information are based on certain key expectations and assumptions made by Canoel, including the ability to obtain the required Exchange approval. 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

  • Canoel International Energy Ltd.
    Jose Ramon Lopez Portillo
    Chairman of the Board
    (403) 938-8154
    (403) 775-4474 (FAX)

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