Semcan Inc.
TSX VENTURE : STT

Semcan Inc.

March 10, 2008 13:39 ET

Semcan Inc. Announces Private Placement Financing

TORONTO, ONTARIO--(Marketwire - March 10, 2008) - Semcan Inc. (TSX VENTURE:STT) ("SEMCAN") is pleased to announce a brokered private placement of up to $10,000,000, subject to a 25% over allotment option, to consist of Units at $0.95 per Unit. Each Unit will consist of one common share and one half of one warrant. Each whole warrant will be exercisable to acquire one common share of SEMCAN for eighteen months at a price of $1.35. Semcan has retained M Partners Inc. as lead agent to form a syndicate of investment dealers for the best efforts private placement.

Semcan will pay a cash commission equal to 7% of the gross proceeds of the private placement offering and will also issue non-transferable warrants to purchase 7% of the number of Units sold exercisable at a price of $0.95.

The Common Shares and Warrants comprising the Units will be subject to a hold period of four months plus one day from the date of issuance in accordance with the policies of the TSX Venture Exchange and applicable securities laws. The private placement offering is subject to regulatory approval and the completion of definitive documentation.

Net proceeds will be used to fund the previously announced acquisition of Naston Ltd. ("Naston") (see press release of February 14, 2008).

Naston carries on the business of engineering and contracting services specializing in water and waste waster treatment systems, sewage treatment package plants and solutions for sustainability and water reuse. Naston has been in business for thirty years and is headquartered in Weybridge, Surrey, England. Naston enjoys long term operating contracts with some of the major publicly treated water utility companies in the United Kingdom. In addition, Naston provides its services in the Middle East, North and West Africa and more recently secured a contract in the Cape Verde Islands which was financed by the World Bank.

Completion of the private placement offering and acquisition of Naston is 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 will managed and 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.

Forward-Looking Statement Disclaimer

This press release contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements including the risks associated with operations and sales and risks associated with margins, suppliers and customers and risks associated with foreign exchange fluctuations, among others. These forward-looking statements represent SEMCAN's judgment as of the date of this press release. SEMCAN disclaims any intent or obligation to update these forward-looking statements.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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

Contact Information

  • Semcan Inc.
    Phil Jamieson
    Chairman and Chief Executive Officer
    (419) 703-1692 x 221