MAPLE LEAF SECURES $5 MILLION EQUITY FUNDING FACILITY

(TSX-V: MPE)

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 Period.
  • 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:

  1. 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.
  2. 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
E-mail: rlai@mlreforestation.com

Profil de l'entreprise

Maple Leaf Reforestation Inc.

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