C Level II Announces Completion of Financing Conditions and Provides Updates re Acquisition of Canadian Oil Recovery & Remediation Enterprises Inc.



    MONTREAL, Nov. 26 /CNW Telbec/ - C Level II International Holding Inc.
("CII" or the "Company") - CII (TSX-V: CII.P), as a follow-up to its preceding
press release announcing the entering into of an agreement with its
acquisition target for its Qualifying Transaction (the "Transaction"),
Canadian Oil Recovery & Remediation Enterprises Inc. ("CORRE"), a private
company involved in the acquisition, development and commercialization of oil
recovery and remediation technologies, is pleased to announce that CORRE has
completed non-brokered private placements of convertible debentures
("Debentures") for aggregate gross proceeds of $6,161,000, exceeding its first
financing target initially set at $5,250,000. In addition, CORRE has completed
a non-brokered financing of subscription receipts ("Subscription Receipts")
for aggregate gross proceeds of $3,000,000, which also exceeds the amount
initially contemplated (being $2,000,000).
    The Debentures bear interest at a rate of 7% per annum, payable
semi-annually, and are convertible at the option of the holder into common
shares of CORRE ("CORRE Shares") at a price of $0.75 per share. The Debentures
are automatically convertible into CORRE Shares upon the happening of a
"Liquidity Transaction" (which, by definition, includes the Transaction). It
is expected that all of the Debentures will be converted into CORRE Shares
immediately prior to the closing of the Transaction.
    The Subscription Receipts have been issued at a price of $1.00 per
receipt and will convert immediately prior to completion of the Transaction
into units of CORRE ("Units"), with each such Unit being comprised of one (1)
CORRE Share and one-half of one (1/2 ) common share purchase warrant of CORRE
(each whole warrant being a "Warrant"). Each Warrant will be exercisable at a
price of $1.25 per CORRE Share (which shall be subject to adjustment in
accordance with the exchange of securities pursuant to the Transaction) for a
period of 24 months from the date of issuance of the Subscription Receipts.
The proceeds of the Subscription Receipt Financing have been deposited in
escrow and will be returnable to the subscribers therefor in the event that a
Liquidity Transaction is not completed by CORRE on or before March 31, 2008.

    Amendments to the Transaction

    As a result of this increase in the number of securities issued by CORRE,
it is expected that upon completion of the Transaction (subject to any further
financing that may be completed), the total number of CORRE Shares that will
be issued and outstanding and subject to acquisition by CII will be
18,874,667 CORRE Shares. In addition, there will be a total of
1,500,000 Warrants outstanding, as well as 1,120,000 options to acquire CORRE
Shares. The holders of CORRE Shares will be entitled to receive
5.714286 common shares of CII (each, a "Common Share") for each CORRE Share
(for a total of 107,855,243 Common Shares), with the Common Shares being
issued at a deemed price of $0.175 per Common Share, for total consideration
of $18,874,667. The foregoing convertible warrants and options will be
exchangeable for securities of CII using the above mentioned conversion ratio.
    In addition, the parties have agreed in principle to re-cast the
Transaction as a three-cornered amalgamation (the "Amalgamation") whereby
CORRE will complete an amalgamation with a wholly-owned subsidiary of CII that
will be formed for the sole purpose of completing the Amalgamation, the
consideration for which shall be the issuance to holders of CORRE Shares of
5.714286 Common Shares for each one (1) CORRE Share. Following completion of
the Amalgamation, CII will, subject to the approval of its shareholders,
consolidate its Common Shares on a 1 for 3 basis and change its name to
"Canadian Oil Recovery & Remediation Enterprises Ltd."

    Remaining Conditions Precedent

    The parties' obligations to complete the Transaction are subject to the
satisfaction of the usual remaining conditions precedent including:

    (a) all necessary shareholder and Board approvals and requisite approval
    of the Exchange and all other regulatory authorities and third parties to
    the Transaction;

    (b) no adverse material change shall have occurred in the business,
    affairs, financial condition assets or operations of CII or CORRE prior
    to completion of the Transaction;

    (c) CII having a minimum net cash balance on hand of $1,250,000 prior to
    costs, fees and expenses related to the Transaction; and

    (d) both CII and CORRE being satisfied with the results of their
    respective due diligence review in connection with the Transaction.

    About CORRE

    CORRE is a private Canadian company with head offices at Suite 110,
141 Adelaide Street West, Toronto. It is fully licensed to use two innovative
oil recovery and remediation technologies that work in tandem to fully
rehabilitate oil contaminated sites while simultaneously recovering the oil.
It is expected that such technologies will be used initially to assist in the
clean up of oil lakes located in the Middle-East, including in Kuwait. CORRE
has already secured local partnerships in the middle-east, built prototypes of
its proprietary machinery combining its 2 licensed technologies, and applied
to a pre-qualification process with the Kuwait authorities. CORRE also owns
the advanced oil recovery and remediation equipment systems that utilize its
patented technologies to separate oil from sand and deliver a complete package
of site rehabilitation to its customers, which are primarily oil companies.
    The first technology, the "APEX" technology, employs proprietary and
patented chemicals to treat and upgrade sludge and other oily wastes that
accumulate in sludge pits mainly from the cleaning of oil storage tanks. The
APEX technology is very effective in the treatment of oily wastes with
relatively higher content of hydrocarbon. The World Bank has approved the APEX
technology and equipment, which has already been deployed in Romania, Mexico,
Norway and other parts of the world where they have proven their technical,
environmental and economic efficiencies in the separation of petroleum-based
waste materials, including hydrocarbons from oily sludge and contaminated
soil.
    The second technology, known as the "OS" technology uses hydrogen
peroxide to separate oil from sand and is very effective in the remediation of
oil contaminated sites or substrata which has lower content of hydrocarbon.
Accordingly, the two technologies will work in tandem to deliver a "turn key"
job of cleaning the top layers of sludge and oily wastes of sludge pits, oil
lakes and other oil contaminated sites, as well as the underground layers of
soil into which the oily wastes and sludge have seeped.
    CORRE expects to commence its operations early next year. It has
established CORRE MENA, a Jebel Ali Free Zone Area company with head offices
in Dubai, U.A.E., to specifically manage all its operations in the Middle East
and North Africa. CORRE owns 75% of CORRE MENA, while CORRE's strategic Middle
East partners, namely, the principals of CANAR group of companies of Kuwait,
owns the remaining 25%. CORRE MENA's business plan calls for its primary focus
on the largest size market of oil recovery and remediation of oil contaminated
sites in the Gulf region. The total 25-30 year projects value of this market
is estimated at $25 billion, which includes the Kuwait Oil Lakes that were
caused by the Kuwait oil fires, a serious environmental damage of the Gulf
War.

    General

    Completion of this Transaction is subject to a number of conditions,
including but not limited to Exchange acceptance. The Transaction cannot close
until the required Exchange approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the Filing Statement
or Proxy Solicitation Circular to be prepared in connection with the
Transaction, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.
    The TSX Venture Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release. A more detailed press release will be subsequently
published in order to provide additional details on the contemplated
qualifying transaction.
    Trading in CII's common shares on the Exchange will be halted pending
completion of the Transaction.

    FORWARD LOOKING INFORMATION

    Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward looking information includes,
among other things, information with respect to CII's beliefs, plans,
expectations, anticipations, estimates and intentions, such as the CII's
acquisition of CORRE, the completion of the proposed Convertible Debenture
Financing or the Concurrent Financing. The words "may", "could", "should",
"would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect",
"intend", "plan", "target" and similar words and expressions are used to
identify forward-looking information. The forward looking information in this
news release describes the Company's expectations as of the date of this news
release.
    The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others, general economic conditions, adverse industry events,
the Company's ability to make and integrate acquisitions, industry and
government regulation and in satisfaction of the conditions of the Letter
Agreement, as well as CORRE's ability to implement its business strategies,
competition, currency fluctuations and other risks. CII cautions that the
foregoing list of material factors is not exhaustive. When relying on CII's
forward-looking information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential
events. CII has assumed a certain progression, which may not be realized. It
has also assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking information to differ materially
from actual results or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance that such
assumptions will reflect the actual outcome of such items or factors.

    THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, CII EXPRESSLY
DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
    %SEDAR: 00025362E




For further information:

For further information: C LEVEL II INTERNATIONAL HOLDING INC.: Daniel
Pharand, Chairman, (514) 984-4431, dpharand@pharcan.com

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C LEVEL II INTERNATIONAL HOLDING INC.

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