Tricaster Holdings Inc.

April 28, 2011 17:19 ET

Tricaster Holdings Inc. Acquires Convertible Debenture of Semcan Inc.

TORONTO, ONTARIO--(Marketwire - April 28, 2011) - Tricaster Holdings Inc., (the "Investor") announces that it acquired a convertible debenture (the "Debenture") of Semcan Inc. ("Semcan") in the principal amount of $755,000 on April 14, 2011 in connection with the first tranche of a private placement financing by Semcan for gross proceeds of $2,014,520. The Investor is an accredited investor pursuant to section 2.3 of National Instrument 45-106. The Debenture is convertible at the option of the Investor into units (the "Units") at a price of $0.14 per Unit. Each Unit is comprised of one (1) common share and one half (1/2) of a common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the Investor to acquire one (1) common share of Semcan at an exercise price of $0.14 per share for a period of thirty-six (36) months. Following such transaction, the Investor is deemed to have post-conversion beneficial ownership of 5,537,911 common shares (5,392,857 common shares pursuant to this transaction and 145,054 common shares held by the Investor prior to this transaction) which would represent 17.82% of the issued and outstanding common shares on a partially-diluted basis. Assuming conversion of the Debenture and exercise of the 2,696,429 Warrants owned by the Investor pursuant to this transaction, the Investor would own 24.38% of the issued and outstanding common shares on a partially-diluted basis.

The Debenture referred to above is held for investment purposes and the Investor may, depending on market and other conditions, increase or decrease its beneficial ownership of common shares or other securities of Semcan whether through market transactions, private agreements, treasury issuances, conversion or exercise of convertible securities or otherwise.

To receive a copy of the accompanying early warning report which is also available at www.sedar.com, please contact John Wilby, Chief Financial Officer and Secretary of Semcan at 905-875-5588.

Contact Information

  • Semcan
    John Wilby
    Chief Financial Officer and Secretary
    905-875-5588

    Tricaster Holdings Inc.
    Suite 204, 500 Avenue Road
    Toronto, Ontario
    M4V 2J6