CERF Inc.
TSX VENTURE : CFL

June 28, 2013 13:04 ET

CERF Incorporated Announces $10 Million Equity Financing

CALGARY, ALBERTA--(Marketwired - June 28, 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 Inc.") (TSX VENTURE:CFL) is pleased to announce that today it has received a receipt for a preliminary short form prospectus dated June 27, 2013 (the "Preliminary Prospectus") in respect of an equity financing (the "Offering"), on a "commercially reasonable efforts" basis, of up to 3,703,704 units of the Corporation (the "Units") at a price of $2.70 per Unit for gross proceeds of up to $10 million. Each Unit is comprised of one common share of the Corporation and one common share purchase warrant exercisable for a period of 18 months following the closing of the Offering, at an exercise price of $3.15.

The Preliminary Prospectus was filed in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and the Offering will be conducted through a syndicate of agents co-led by Global Securities Corporation and AltaCorp Capital Inc., on their own behalf and on behalf of National Bank Financial Inc., PI Financial Corp. and Burgeonvest Bick Securities Limited (collectively, the "Agents"). The Agents have the option, exercisable for a period of 30 days following the closing of the Offering, to increase the Offering by up to an additional fifteen (15%) percent of the total number of Units sold under the Offering at the issue price (the "Over-Allotment Option"). An agency agreement has not been entered into between CERF Inc. and the Agents.

The Offering is scheduled to close on or about July 19, 2013 and is subject to certain conditions including, but not limited to, the entering into of a mutually acceptable agency agreement by CERF Inc. and the Agents and the receipt of all necessary third party and regulatory approvals, including the approval of the TSX Venture Exchange.

In addition, CERF Inc. has entered into an engagement agreement with Barretto Securities Inc. (the "US Agent") dated June 26, 2013, pursuant to which the Corporation has engaged the US Agent to sell up to 1,851,852 units of the Corporation (the "US Units") having the same terms as the Units under the Offering, at a price of C$2.70 per US Unit for gross proceeds of up to C$5 million (the "US Offering), concurrently with the Offering. The Offering and the US Offering are not conditional on each other.

The net proceeds of the Offering and US Offering are anticipated to be used by CERF Inc. to reduce bank indebtedness under its credit facilities, for capital expenditures and general corporate purposes.

In connection with the Offering, the Agents will receive a cash commission and non-transferable options to purchase Common Shares. In connection with the Offering, CERF Inc.'s financial advisor will receive a cash commission of 1% of the gross proceeds of the Offering and non-transferable options to purchase such number of Common Shares which is equal to 1% of the number of Units sold under the Offering at a price of $2.70 per Common Share for a period of 18 months from the closing of the Offering. In connection with the US Offering, the US Agent will receive a cash commission of 6% of the gross proceeds of the US Offering and non-transferable options to purchase such number of Common Shares which is equal to 3% of the number of US Units sold under the US Offering at a price of $2.70 per Common Share for a period of 18 months from the closing of the Offering.

CERF Inc. is a Canadian public corporation engaged in the rental, sale and service of industrial and construction equipment and waste management and environmental services. CERF Inc. trades on the TSX Venture Exchange under the symbol "CFL" and currently has 11,671,096 common shares issued and outstanding.

Advisory Regarding Forward-Looking Statements

This press release contains certain statements or disclosures relating to CERF Inc. that are based on the expectations of CERF Inc. as well as assumptions made by and information currently available to CERF Inc. 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. Such forward-looking information involves material assumptions and known and unknown risks and uncertainties, certain of which are beyond CERF Inc.'s control. Many factors could cause the performance or achievement by CERF Inc. to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking information. CERF Inc.'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 Inc. 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.

The Preliminary Prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from Global Securities Corporation and AltaCorp Capital Inc. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

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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