CERF Incorporated

March 10, 2014 06:00 ET

CERF Incorporated Announces Adoption of a Dividend Reinvestment Plan

CALGARY, ALBERTA--(Marketwired - March 10, 2014) -


CERF Incorporated ("CERF") (TSX VENTURE:CFL) announces that it has adopted a Dividend Reinvestment Plan (the "DRIP"). Eligible shareholders may elect to participate in the DRIP in respect of future dividends, if any, commencing with dividends to be paid after April, 2014, if any, to shareholders of record as of March 31, 2014.

The DRIP allows eligible shareholders of CERF to direct that their cash dividends be reinvested in additional common shares ("Common Shares") of CERF which, when issued from treasury, will be issued at 95 percent of the Average Market Price (as defined in the DRIP) on the applicable dividend payment date.

While it is currently the intention of CERF to issue the required additional Common Shares through treasury, CERF may, from time to time, in its discretion, direct that such Common Shares be purchased through the facilities of the TSX Venture Exchange ("TSXV") at prevailing market prices. CERF reserves the right to limit the amount of new equity available under the DRIP on any particular dividend date. Accordingly, participation may be prorated in certain circumstances in which case participant shareholders will receive from CERF the regular cash dividends to which they would otherwise be entitled on such date and which are not reinvested as a result of such proration.

A registered shareholder who wishes to enroll in the DRIP for a particular dividend to be paid by CERF must deliver a completed Authorization Form to Valiant Trust Company (the "Plan Agent"), before 3:00 p.m. (Calgary time) on the business day prior to the record date of such dividend. Beneficial shareholders who wish to participate in the DRIP should contact the broker or other nominee through which their Common Shares are held to provide appropriate enrollment instructions and to ensure any deadlines or other requirements that such broker or nominee may impose or be subject to are met. Authorization Forms for both registered and beneficial shareholders received after the applicable enrolment deadline will be accepted but only effective for subsequent dividends.

Currently, there are 1,613,194 Common Shares reserved for issuance under the DRIP. Any increase in the number of Common Shares reserved for issuance under the DRIP shall be subject to: (i) approval of the board of directors of the Corporation; (ii) disclosure to the public of the increase in the number of Common Shares reserved for issuance under the DRIP by way of news release; and (c) approval of the TSXV or other exchanges on which the Common Shares may be listed for trading. The expected level of insider participation by management and the directors of the Corporation under the DRIP is currently not known.

A complete copy of the DRIP is available on CERF's website at www.cerfcorp.com or by calling the Manager of the Plan Agent, at (403) 233-2801. Shareholders should carefully read the complete text of the DRIP before making any decisions regarding their participation in the DRIP.

No commissions, service charges or brokerage fees are payable in connection with the purchase of Common Shares from treasury under the DRIP. Eligible shareholders who wish to participate in the DRIP indirectly through the broker or other nominee through which their Common Shares are held should consult such broker or nominee to confirm whether commissions, service charges or other fees are payable.

Participation in the DRIP does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in new Common Shares under the DRIP. Shareholders should consult their tax advisors concerning the tax implications of their participation in the DRIP having regard to their particular circumstances.

Please note that registered and beneficial owners of Common Shares who are not resident in Canada are not eligible to participate in the DRIP.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The securities offered have not been and will not be registered under the United States Securities Act of 1993, as amended, and may be not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

CERF is a Canadian public corporation engaged in the rental, sale and service of industrial, construction and oilfield equipment and waste management and environmental services. CERF trades on the TSX Venture Exchange under the symbol "CFL" and currently has 16,131,941 Common Shares issued and outstanding.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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