Last Close: June 6, 2011 - $0.075
Shares Issued: 80,682,875
CALGARY, June 7, 2011 /CNW/ - Maple Leaf Reforestation Inc. ("Maple
Leaf" or the "Corporation") is pleased to announce that it has secured
a $5 million equity funding facility (the "Facility") from Centurion
Private Equity, LLC ("Centurion"), an institutional investor managed by
Roswell Capital Partners, LLC ("Roswell"), of Atlanta, Georgia. The
Equity Line Facility Agreement will be filed on www.sedar.com as a "Material Document".
At its sole discretion, Maple Leaf will be able to draw-down funds
through the Facility over a period of 36 months by issuing common
shares to Centurion. Each draw-down will be triggered by Maple Leaf
upon the issuance of a draw-down notice to Centurion. Shares purchased
by Centurion will be issued at prices derived from calculations that
assess the volume-weighted average closing prices of Maple Leaf's
shares during a 15-day period following Maple Leaf issuing a draw-down
notice to Centurion (the "Pricing Period"). Maple Leaf's shareholders
are encouraged to review the pricing provisions set-out in the Facility
on SEDAR for more information regarding the calculations used to
determine the price of shares to be issued to Centurion. In addition,
each draw-down notice will include a floor price that will be set by
Maple Leaf, below which Maple Leaf will not be required to issue shares
pursuant to its draw-down notice.
The following additional terms are noteworthy and apply to the Facility:
No draw-down shall include a number of shares that has a dollar value
greater than $500,000 Cdn.
No draw-down shall include a number of shares that exceeds 15% of the
aggregate trading volume of Maple Leaf's shares during the Pricing
The Number of shares issuable to Centurion under the Facility shall not
cause the aggregate number of shares beneficially owned by it or its
affiliates to exceed 9.9% of Maple Leaf's then outstanding shares.
Centurion shall receive $100,000 worth of shares as a commitment fee for
the Facility, to be issued over the course of either 6 or 12 months,
depending on the timing of the filings made by Maple Leaf with respect
to the Facility. Maple Leaf may be required pursuant to the terms of
the Facility to pay this commitment fee partially or fully in cash
depending on how actively Maple Leaf accesses the Facility.
Moody Capital, an affiliate of Centurion acting as the placement agent,
shall receive a cash fee upon closing of each draw-down equal to 1% of
the aggregate dollar amount of the draw-down.
Maple Leaf plans to use the Facility to fund its recently announced
Inner Mongolia greenhouse expansion, and undertake additional
greenhouse expansion efforts, to develop its recently announced
initiative to acquire KS Ecology (Canada) Inc.'s Yellowhorn plantations
and to begin establishing a presence in the bio-diesel industry in both
China and Canada.
The Facility is subject to Maple Leaf obtaining a receipt for a final
short form base shelf prospectus from the Alberta Securities Commission
and receiving the approval of the TSX Venture Exchange.
Raymond Lai, President & C.E.O. of Maple Leaf comments: "We are excited
and pleased to be working with such an experienced and professional
team as Roswell. The Facility is a milestone for Maple Leaf, as it
will allow us to undertake the operational expansion and
diversification that we have been hoping to commence for some time
now. The Facility is also structurally advantageous for Maple Leaf as
compared to a standard private placement as draw-downs will occur at
our discretion thus minimizing dilution and it includes a very
favourable commission structure. Our efforts relating to financing
will now be focused on getting the necessary regulatory approvals to
implement the Facility, thus we will no longer be pursuing the
previously announced financing opportunities through APEC Logic
Investments Pty Limited and Ryhat Establishment Investment Trust."
Paul Gorski, Senior Investment Officer at Roswell comments: "We are very
excited to be working with Maple Leaf and look forward to providing
them with the necessary capital and support to facilitate their desired
operational expansion and diversification in the coming years."
About Roswell Capital Partners, LLC
Roswell Capital Partners is a fund management company focused on private
equity investments in small-cap publicly traded securities. Since 1994,
its members have served in the private equity markets as the principal
or investment banker for over 125 public companies.
About Maple Leaf Reforestation Inc.
Maple Leaf is a Canadian company that focuses in the environmental
industry with 2 main operating arms:
Eco-Agriculture - it operates a large-scale nursery business in Inner
Mongolia, China that is focused on growing value-added tree seedlings
and nursery products that assist with anti-desertification.
Renewable Energy - it is undertaking to commence a Yellowhorn seedling
and tree operation which would provide valuable Yellowhorn seeds and
ultimately oil from such seeds for the manufacture of bio-diesel fuel
and premium healthy cooking oil.
Maple Leaf is a wholly-owned foreign enterprise which allows the Company
to control 100% of the direction and operations of the company in China
while permitting the cash generated from operations in China to flow
back to Canada.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Certain statements in this news release including (i) statements that
may contain words such as "anticipate", "could", "expect", "seek",
"may" "intend", "will", "believe", "should", "project", "forecast",
"plan" and similar expressions, including the negatives thereof, (ii)
statements that are based on current expectations and estimates about
the markets in which Maple Leaf operates and (iii) statements of
belief, intentions and expectations about developments, results and
events that will or may occur in the future, constitute
"forward-looking statements" and are based on certain assumptions and
analysis made by Maple Leaf. Forward-looking statements in this news
release include, but are not limited to, statements with respect to
future capital expenditures, including the amount, nature and timing
thereof; other development trends within the China's seedling industry;
business strategy; expansion and growth of Maple Leaf's business and
operations and other such matters. Such forward-looking statements are
subject to important risks and uncertainties, which are difficult to
predict and that may affect Maple Leaf's operations, including, but are
not limited to: the impact of general economic conditions; industry
conditions; government and regulatory developments; seedling product
supply and demand; competition; and Maple Leaf's ability to attract and
retain qualified personnel. Maple Leaf's actual results, performance or
achievements could differ materially from those expressed in, or
implied by, these forward-looking statements and, accordingly, no
assurance can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them
do transpire or occur, what benefits Maple Leaf will derive there from.
Maple Leaf maintains a forward-looking statement database which is
reviewed by management on a regular basis to ensure that no material
change has occurred with respect to such forecasts. The Company will
publicly disclose such material changes to its forward-looking
statements as soon as they are known to management.
SOURCE Maple Leaf Reforestation Inc.
For further information:
For further information regarding Maple Leaf Reforestation Inc., visit www.mlreforestation.com or contact:
Maple Leaf Reforestation Inc.
Raymond Lai, Chairman, President & CEO
Tel: +1 (403) 668-7560
Fax: +1 (403) 250-2534