Semcan Inc.
TSX VENTURE : STT

Semcan Inc.

April 15, 2008 16:11 ET

SEMCAN Inc. Announces Bridge Financing for Acquisition of Naston Limited

TORONTO, ONTARIO--(Marketwire - April 15, 2008) -

NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

SEMCAN Inc. (TSX VENTURE:STT) ("SEMCAN") announces that it has arranged financing of $4,000,000 for the previously announced acquisition of Naston Limited.

The non arms length financing is on commercial terms and is intended to act as a bridge loan to provide the balance of funds required to complete the acquisition of Naston Limited. SEMCAN intends to retire the bridge loan upon completion of borrowing arrangements with a UK-based bank; failing which SEMCAN has the right to convert the bridge loan to a 3 year term loan. The bridge loan is being extended by non-arms length parties: Philip Jamieson; and Tricaster Holdings Ltd. and Combined Telecom Inc., corporations controlled by David Campbell. Philip Jamieson, Chairman and CEO, is the holder of 2,360,541 common shares of SEMCAN, representing 9% of the outstanding shares of SEMCAN, and is also a director. David Campbell is a director and indirectly a holder of 4,039,358 common shares of SEMCAN, representing 16.7 % of the outstanding shares of SEMCAN.

The other directors of SEMCAN have reviewed the terms of the bridge financing and have determined in their reasonable belief it is being made on commercial terms and is desirable and fair to SEMCAN and its shareholders.

SEMCAN is relying on the fair market value not more than 25% of market capitalization exemptions in subsection 5.5(a) and 5.7(1) (a) of MI 61-101 and the loan to issuer, no equity or voting component exemption in subsection 5.7(1)(f) for exemption from the formal valuation and minority approval provisions of MI 61-101.

Completion of the bridge financing and the acquisition of Naston Ltd. are subject to the approval of TSX Venture.

About SEMCAN

SEMCAN is a growth company expanding through acquisitions within the Industrial and Distribution sectors. SEMCAN seeks out well managed profitable companies that meet certain financial parameters. SEMCAN works with existing management to grow the acquired companies both organically and through further complementary acquisitions. SEMCAN provides the central finance and administrative functions, allowing operational management to remain focused on bottom line profitability thereby increasing shareholder value.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

Contact Information

  • Semcan Inc.
    Phil Jamieson
    Chairman
    (416) 703-1692 x221