CERF Inc.
TSX VENTURE : CFL

August 21, 2013 18:48 ET

CERF Closes U.S. Private Placement

CALGARY, ALBERTA--(Marketwired - Aug. 21, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

CERF Incorporated ("CERF" or the "Company") (TSX VENTURE:CFL) is pleased to announce that today it has closed its previously announced U.S. private placement financing (the "US Offering") of 129,000 units of CERF ("Units") at a price of $2.70 per Unit, for gross proceeds of $348,300, and together with CERF's short form prospectus offering of Units in Canada that closed on July 25, 2013, which was co-led by Global Securities Corp. and AltaCorp Capital Inc., the Company has raised a total of approximately $11.85 million.

Each Unit is comprised of one common share of CERF (a "Common Share") and one common share purchase warrant (a "Warrant") exercisable for one Common Share for a period of 18 months following the closing of the US Offering, at an exercise price of $3.15 per share, subject to accelerated expiry in certain circumstances at the discretion of the Company. The Common Shares and Warrants issued pursuant to the US Offering are subject to a four-month hold period which expires on December 22, 2013. Barretto Securities Inc. (the "Agent") acted as selling agent in connection with the US Offering.

The net proceeds of the US Offering are intended to be used by CERF to reduce bank indebtedness under its credit facilities, a portion of which may be subsequently redrawn for general corporate purposes by either of CERF's wholly owned subsidiaries, 4-Way Equipment Rentals Corp. or TRAC Energy Services Ltd.

In connection with the US Offering, the Agent received a cash commission of 6.0% of the gross proceeds of the US Offering and 3,870 non-transferable options to purchase Common Shares at a price of $2.70 per Common Share, exercisable for a period of eighteen months from the closing date of the US Offering.

CERF Incorporated

CERF is engaged in the equipment rental business (the "Equipment Rental Segment") and the waste management business (the "Waste Management Segment") in Alberta. The Equipment Rental Segment includes the rental of residential, commercial and industrial construction related equipment including sales and service of equipment. It also includes the rental and sale of equipment to the drilling and service sectors of the oil and natural gas industry. The Waste Management Segment consists of complete waste facility management at six landfill sites in central Alberta. The Waste Management Segment also consists of waste removal and disposal from commercial, industrial residential customers.

CERF trades on the TSX Venture Exchange under the symbol "CFL" and currently has 16,059,365 common shares issued and outstanding after closing of the US Offering.

Advisory Regarding Forward-Looking Statements

This press release contains certain statements or disclosures relating to CERF that are based on the expectations of CERF as well as assumptions made by and information currently available to CERF which may constitute forward-looking information under applicable securities laws. In particular, this press release contains forward-looking information related to the anticipated use of net proceeds of the US Offering. Such forward-looking information involves material assumptions and known and unknown risks and uncertainties, certain of which are beyond CERF's control. Many factors could cause the performance or achievement by CERF to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking information. CERF's Annual Information Form and other documents filed with securities regulatory authorities (accessible through the SEDAR website at www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. CERF disclaims any intention or obligation to publicly update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

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