C Level II announces Qualifying Transaction



    TSX VENTURE: CII.P

    MONTREAL, Feb. 13 /CNW Telbec/ - C Level II International Holding Inc.
("CII" or the "Company") - CII (TSX-V: CII.P) is pleased to announce details
concerning its proposed Qualifying Transaction with Canadian Oil Recovery &
Remediation Enterprises Inc. ("CORRE").

    About the Qualifying Transaction

    CORRE is a private Canadian company which holds exclusive licenses to use
two distinct technologies (the APEX Technology and the OS Technology) that are
capable of extracting and separating hydrocarbons from sands and other solids.
CORRE also owns the advanced oil recovery and remediation equipment systems
that utilize its licensed technologies to separate oil from sand and deliver a
complete package of site rehabilitation to its customers, which consist
primarily of oil companies.
    Further to a Letter Agreement dated September 6, 2007 (the "Letter
Agreement") entered into by and between CII and CORRE, CII agreed to purchase
all of the issued and outstanding shares of CORRE (the "Acquisition"), in
exchange for the issuance to the shareholders of CORRE of an aggregate of
108,679,346 common shares of CII (prior to consolidation) at a deemed price of
$0.175 per CII common share, for total consideration of $19,018,885, assuming
conversion of the Convertible Debentures (as defined below) and including
securities issued pursuant to the Subscription Receipt Financing (defined
below). The Acquisition is expected to occur through the amalgamation of CORRE
and 2159864 Ontario Inc., a wholly owned subsidiary of CII, pursuant to which
CORRE outstanding securities will be exchanged for equivalent CII securities
as further provided herein.
    In accordance with the Letter Agreement, CORRE has completed an
non-brokered offering of convertible debentures (the "Convertible Debentures")
in the aggregate amount of $6,161,000, which shall automatically convert into
8,214,667 common shares of CORRE at a price of $0.75 per common share
immediately prior to closing of the Acquisition (the "Convertible Debenture
Financing"). The Convertible Debentures mature on July 1, 2010 if not
otherwise converted and entitle the holder to an annual coupon payment equal
to 7% of the principal amount of the Convertible Debentures, with such coupon
payment accruing and payable every 6 months, commencing on February 1, 2008.
The holders of the Convertible Debentures shall have the option to convert
their coupon entitlement into CORRE common shares on the same basis as their
conversion rights respecting the principal of the Convertible Debentures. On
February 1, 2008, 144,218 CORRE common shares were issued to holders having
exercised their interest conversion right.
    Furthermore, in accordance with the Letter Agreement, CORRE has also
completed a non-brokered private placement of subscription receipts (the
"Subscription Receipts"), at a price of $1.00 per Subscription Receipt for
gross proceeds of $3,000,000, each such Subscription Receipt will convert
immediately prior to closing of the Acquisition into one (1) CORRE unit (the
"Unit"), each Unit being comprised of one (1) CORRE common share and one half
(1/2) of one CORRE common share purchase warrant ("CORRE Warrants"), each
whole CORRE Warrant entitling its holder to acquire one (1) CORRE common share
at a price of $1.25 per share for a period of two (2) years from date of grant
(the "Subscription Receipt Financing"). Upon closing of the Acquisition, the
CORRE Warrants are to be exchanged for 8,571,429 CII warrants which shall have
the same terms and conditions as the CORRE Warrants, with the exception of the
exercise price which shall be adjusted as per the applicable conversion ratio.
    Proceeds from the Convertible Debenture and Subscription Receipts
Financings are expected to be used to complete fabrication and testing of the
Apex and OS equipment, to finance CORRE's business objectives as well as
general working capital.
    It is expected that upon completion of the Acquisition, CII will change
its name to Canadian Oil Recovery & Remediation Enterprises Ltd. or to a
similar name, and also intends to complete a consolidation pursuant to which
all of its outstanding securities, including convertible securities, will be
consolidated on a 3 for 1 basis. The Acquisition, when completed, will
constitute the Qualifying Transaction of the Company as a capital pool
company, as provided in Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX
Venture") and will result in the listing of CII as a Tier 2 Technology or
Industrial Issuer.
    After conversion of the Convertible Debentures, CORRE will have
19,018,885 CORRE common shares issued and outstanding, 1,120,000 CORRE stock
options, 1,500,000 CORRE Warrants and 50,000 CORRE Broker Warrants (as defined
below), which are to be granted to Haywood Securities Inc. as partial
compensation for acting as sponsor in respect of the Acquisition.
    Upon completion of the Acquisition, assuming conversion of the CORRE
Convertible Debentures, CII will have 128,922,721 common shares outstanding
(42,974,241 after the proposed consolidation), 8,400,000 (2,800,000 after the
proposed consolidation) options to purchase CII common shares, 756,625
(252,209 after the proposed consolidation) agent options and 8,857,143
(2,952,381 after the proposed consolidation) CII common share purchase
warrants (which includes warrants issued in respect of both CORRE Warrants and
CORRE Broker Warrants).
    CII and CORRE confirm that, unless otherwise stated herein, there are no
finder's fees or other similar fees payable to any person or party with
respect to the Acquisition.
    Haywood Securities Inc. (the "Sponsor") has agreed to act as sponsor for
CORRE in connection with the Proposed Qualifying Transaction. As such, the
Sponsor will receive a fee of $37,500 plus applicable taxes as well as
50,000 CORRE broker warrants (the "CORRE Broker Warrants"), exercisable into
50,000 CORRE common shares at a price of $1.00 per CORRE common share on or
before June 30, 2009. The Sponsor will also be reimbursed for certain
expenses. Upon completion of the Acquisition, the CORRE Broker Warrants will
be exchanged for 95,238 CII broker warrants which shall have the same terms
and conditions as the CORRE Broker Warrants, with the exception of the
exercise price which shall be $0.525 per CII broker warrant.
    The completion of the Acquisition is subject to the approval of the TSX
Venture and all other necessary regulatory approvals. The completion of the
Acquisition is also subject to additional conditions precedent, including
shareholder approval of each of CII and CORRE, satisfactory completion of due
diligence reviews by the parties, board of directors approval of CII and
CORRE, the entering into of a formal agreement, the entering into of
employment agreements and non-competition agreements with certain senior
officers and principal shareholders of CORRE, and certain other conditions.
    The Acquisition will be an arm's length transaction as the current
directors and officers of CII do not own a material interest in CORRE.
    CII announces it has reserved stock options to acquire up to 10% of the
number of issued and outstanding CII common shares (the "Stock Options") in
the event the Acquisition is completed. The grant of the Stock Options is
subject to regulatory approval. The Stock Options will be granted to
directors, officers, employees and consultants of CII, as determined by the
Board of Directors of CII following the completion of the Acquisition.

    About CORRE

    CORRE has purchased exclusive licenses to use two innovative oil recovery
and remediation technologies that work in tandem to fully rehabilitate oil
contaminated sites while simultaneously recovering the oil, namely the APEX
and OS technologies.
    The exclusive license to the APEX technology was purchased by CORRE from
M.G. Engineering, a division of Tzipa Enterprises Ltd., pursuant to a Specific
Equipment Purchase and Exclusive Use Agreement dated October 1, 2007. CORRE
agreed to pay M.G. Engineering US$3,400,000 for the exclusive license and
related equipment capable of treating 20 tons per hour of sludge and drill
cuttings, of which US$850,000 has been paid to date, the balance of the
purchase price expected to be paid upon completion of manufacture of the Apex
Equipment and site commissioning.
    CORRE acquired the exclusive, world-wide license for the use and
manufacture of the OS technology under an Asset Sale and Purchase Agreement
dated June 6, 2007, entered into among CORRE, United Gulf Environmental
Service Company, WLL ("UGESCO") and Saudi International Establishment. CORRE
agreed to pay UGESCO the total sum of $5,400,000 for the OS exclusive license
and related equipment under manufacture, which sum has been entirely paid.
    CORRE has established strategic relationships with parties in the Middle
East, built and will be shipping (upon completion) to Kuwait its proprietary
process equipment that utilize its two licensed technologies, and has started
the pre-qualification process to become an approved supplier to designated
customers in the Gulf States.
    The primary objective of CORRE is to deliver oil recovery and remediation
services to its main customers, namely, oil companies worldwide. CORRE intends
to direct its Middle East and North African operations from a subsidiary
company, namely, CORRE MENA, with offices in Jebel Ali Free Zone, an area
located in the Jebel Ali area of the emirate of Dubai, in the United Arab
Emirates. It offers an economic zone with tax incentives to corporations.
    The second objective of CORRE is to negotiate an expansion of its license
to use the OS Technology to enable CORRE to build a pilot facility that will
be used for unconventional oil production, including the deployment of
proprietary advanced oil separation and recovery equipment systems employing
the OS Technology to clean the substratum of sludge pits, oil-contaminated
sites and oil lakes. If that license is expanded, the OS Technology will be
able to be used to produce oil from tar sands outside Canada. Once the first
objective of CORRE starts progressing successfully and CORRE starts generating
profitable revenue from its environmental operations, management will then
direct their attention toward the implementation of CORRE's second objective
of unconventional oil production.

    CORRE Corporate History and Structure

    CORRE was incorporated under the Business Corporations Act (Ontario) on
February 22, 2007 under the name United Gulf Oil Recovery & Remediation Corp.,
which name was subsequently changed to Canadian Oil Recovery & Remediation
Enterprises Inc. on June 12, 2007. The registered and records office of CORRE,
as well as its head office, is located at 141 Adelaide street, Suite 110,
Toronto, Ontario, M5H 3L5.
    CORRE has 7,804,218 common shares (the "CORRE Common Shares") issued and
outstanding, 1,120,000 stock options, 50,000 CORRE Broker Warrants to be
granted to the Sponsor upon delivery of its sponsorship report, and no other
stock options, warrants or other dilutive securities outstanding as of the
date hereof other than securities issuable upon the Subscription Receipt
Financing and conversion of the CORRE Convertible Debentures. CORRE also holds
a 75% stake in the capital of CORRE MENA, a subsidiary that was formed as a
Jebel Ali Free Zone Area offshore company, under the laws of the United Arab
Emirates. CORRE's strategic Middle East partners own the remaining 25% of
CORRE MENA share capital.
    The CORRE shareholders holding at least 10% of the issued and outstanding
shares of CORRE, without taking into account the Convertible Debenture and the
Subscription Receipt Financings are the Coopi Trust, the sole trustee being
Joseph Carbonaro of Toronto, Ontario, which owns 900,000 (12%) CORRE Common
Shares, and Hassan Dahlawi of Jeddah, Saudi Arabia, who, together with family
members, own collectively 4,509,014 (58%) of the outstanding CORRE Common
Shares. Mr. Dahlawi is also a director of CORRE.
    CORRE has not at this time prepared any audited financial statements.
CORRE will prepare audited consolidated financial statements as part of the
Filing Statement to be prepared.

    Directors and Officers of CORRE

    The current directors of CORRE are John Lorenzo, David Carbonaro, Hassan
Dahlawi, Raymond J. Stapell, Dr. Edward Gress, Andrew Lewis, Anton Ayoub,
Wayne McKinnon and William F. Madison. CORRE's President and Chief Executive
Officer is John Lorenzo, its Chief Financial Officer is Colleen Hobson and its
Corporate Secretary is David Carbonaro.

    About CII

    CII is a capital pool company incorporated on January 8, 2007, under the
Canada Business Corporations Act. The share capital of CII consists of an
unlimited number of common shares. As the date hereof, CII has
20,243,375 common shares issued and outstanding. No other shares of any class
are issued and outstanding.
    CII has granted stock options to acquire up to an aggregate of
2,000,000 additional common shares in the capital of CII at a price of
$0.10 per share to directors and officers of CII. CII also has outstanding
options to acquire up to an aggregate of 756,625 additional common shares in
the capital of CII at a price of $0.10 per share as part of the compensation
payable to the agent in connection with CII's initial public offering. Other
than the aforementioned securities, no other securities of CII, convertible or
exchangeable into shares of CII, are outstanding.

    Further information concerning CII can be found in the prospectus of CII
dated June 22, 2007 at www.sedar.com.

    Board of the Resulting Issuer

    After completion of the Acquisition, the Board of Directors of CII
(hereafter referred to as the "Resulting Issuer") will consist of John
Lorenzo, David Carbonaro, Hassan Dahlawi, Wayne McKinnon, William F. Madison,
Raymond J. Stapell, Dr. Edward Gress, Jean-François Pelland and Daniel
Pharand.
    John Lorenzo is the proposed President and Chief Executive Officer of the
Resulting Issuer. Mr. Lorenzo has a post-graduate degree (MA) in Political
Science and Economics (l968) from the American University of Beirut. In 1969,
Mr. Lorenzo moved from Lebanon to Kuwait where he established and managed a
company that has become one of the leading oil service companies in the Gulf
States today. In 1971, Mr. Lorenzo came to Canada where he has been residing
since. Mr. Lorenzo currently serves as the President and Chief Executive
Officer of Prime City One Capital Corp., and director of Bio-Extraction Inc.,
public companies whose shares are listed and posted for trading on the TSX
Venture and as President of Innomarque (Canada) Inc., a private equity
investment and management company.
    Colleen Hobson is the proposed Chief Financial Officer of the Resulting
Issuer. Ms. Hobson graduated from Ryerson Polytechnic Institute in 1986 with a
degree in Business Management, is a Chartered Accountant and a Certified
Management Accountant and holds a Contemporary Economic Issues Certificate.
She is an experienced auditor, review and compilation specialist.
    David P. Carbonaro, LLB, is a proposed director and the proposed
Corporate Secretary of the Resulting Issuer. David Carbonaro is a partner in
the Toronto office of the law firm Heenan Blaikie LLP and has been practicing
in the corporate finance area for twenty years. In that period, he has had
significant experience financing many public and private companies.
Mr. Carbonaro is Corporate Secretary of Prime City One Capital Corp., and
director of Baymount Incorporated, public companies whose shares are listed
and posted for trading on the TSX Venture.
    Hassan M.J. Dahlawi is a proposed director of the Resulting Issuer.
Mr. Dahlawi graduated with a bachelor degree in business administration from
the University of Portland, Oregon in 1977. After graduation, Mr. Dahlawi
joined the family business and company, Al-Dahlawi Company, established in
Saudi Arabia in 1899 and which acts as the exclusive agent of Matsushita
Electric Company. In 2002, Mr. Dahlawi became the Chief Executive Officer and
Chairman of Al-Dahlawi Company. Mr. Dahlawi owns two companies, Saudi
International Establishment and International Trading Company, both of which
manufacture and distribute electronic and home appliances. Mr. Dahlawi serves
as Chairman and Chief Executive Officer of both of those companies and also
serves as a director of Innomarque (Canada) Inc., a private investment
company. Mr. Dahlawi is also a director of Prime City One Capital Corp., and
Bio-Extraction Inc., public companies whose shares are listed and posted for
trading on the TSX Venture.
    Wayne McKinnon., P. Eng., is a proposed director of the Resulting Issuer.
Mr. McKinnon has over thirty years of experience executing projects for
numerous high-profile clients including General Electric, Dominion Textiles,
Domtar, the National Research Council of Canada, Haemacure Biotech, Lumeonon
Innovative Lightwave Technologies, Pharmascience Inc., Johnson & Johnson Corp.
and Omega Laboratories. Mr. McKinnon graduated with a B.A. Sc. in Electrical
Engineering from the University of British Columbia, Vancouver, Canada. He
holds certifications in Management and Development from Krepner-Tregor, New
York and Project Management from the Management Institute of McGill
University, Montréal, Québec. He is a member of I'Orde des Ingenieurs du
Québec, the Professional Engineers of Ontario, the Association of Professional
Engineers and Geotechnologists of British Columbia, and the International
Society of Pharmaceutical Engineers. He is a specialist in the design,
manufacturing, and construction management of advanced technology equipment
systems and modular equipment facilities.
    Raymond J. Stapell, LLB, is a proposed director of the Resulting Issuer.
Mr. Stapell is managing partner of the Buffalo office of the law firm Harris
Beach PLLC. Mr. Stapell represents various financial institutions in
purchases, sales, financings, mortgages, and commercial lending activity. He
has extensive experience with acquisitions, refinancings, participations, and
complex workouts. He works with closely held companies in matters pertaining
to acquisitions, sales, refinancing, and business succession planning.
Mr. Stapell is also experienced in health services matters and has counseled a
variety of health care providers, physician practices and managed care
organizations on a wide range of corporate, regulatory and administrative
legal matters. Mr. Stapell also handles oil and gas law, limited securities
and aviation law issues.
    Dr. Edward Gress is a proposed director of the Resulting Issuer.
Dr. Gress holds a PhD degree in Accounting from the University of Arizona and
a Certificate in International Financial Management from Stanford University.
He is a Professor of Accounting at Canisius College in Buffalo, New York and
is active in business consulting. His clients include international banks,
food manufacturing companies, fast food restaurants, real estate development
and oil syndication companies.
    William F. Madison is a proposed director of the Resulting Issuer.
Mr. Madison has an extensive background in international oil and gas
operations and senior executive positions, having worked for Marathon Oil
Company from 1965 to 2000. He began his career in West Texas as a Field
Engineer and progressed to the following: Engineer/Foreman in Alaska,
Operations Superintendent in Gulf of Mexico, Manager Offshore Technology
Division in Houston, General Manager North Sea Operations in Aberdeen,
President Marathon Oil UK, Vice President Marathon in London, Vice President
Supply and Transportation, Vice President International Production, Vice
President Technology and Services, Senior Vice President Worldwide Production,
Chairman Health Environment and Safety Committee and Salary and Benefits
Committee on the Marathon board of directors. Mr. Madison was also a director
of Montana Tech Foundation from 1999 until 2006, serving as Chairman during
2004 and 2005. He holds a B.Sc. in Petroleum Engineering from Montana Tech and
completed a Harvard Program for Management Development in 1980. He also
currently serves as a director of Vermilion Energy Trust and Vermilion
Resources Ltd. Mr. Madison is a director of Vermilion Energy Trust, public
company whose shares are listed and posted for trading on the TSX Venture.
    Daniel Pharand, C.A., is a proposed director of the Resulting Issuer.
Mr. Pharand is a chartered accountant with experience principally in
thepharmaceutical, biotech and life sciences industries, including as a
portfolio manager. Mr Pharand was the Chief Financial Officer of Pharmacia
Canada and of Pharmacia KK (Japan). He subsequently carried on business as a
Canadian distributor of innovative pedicular screw systems for the orthopaedic
market. Mr. Pharand was involved in the Biotech venture capital industry with
Innovatech Grand Montreal over his 5 years as Portfolio Manager. Mr. Pharand
is a director and Chairman of Nevada Exploration Inc., and Mistral Pharma
Inc., public companies whose shares are listed and posted for trading on the
TSX Venture. Mr. Pharand is currently a director of CII.
    Jean-Francois Pelland is currently a director of CII and a proposed
director of the Resulting Issuer. Mr. Pelland is a partner since 2004 of the
Canadian law firm McMillan Binch Mendelsohn LLP and holds a post-graduate tax
degree. Mr. Pelland has a domestic and international business law practice
with a strong emphasis in corporate finance, representing venture capital and
private investors, brokerage firms as well as private and public issuers,
including from emerging sectors such as the life sciences, information
technology and mining industries, in addition to his more general
transactional experience in mergers and acquisitions and tax. Prior to joining
his current partnership, Mr. Pelland was a partner of the law firm Hart
Saint-Pierre (now merged with Heenan Blaikie LLP) that he joined in 1998.
Mr. Pelland is currently a director of Arura Pharma Inc. and of Nevada
Exploration Inc., public companies whose shares are listed and posted for
trading on the TSX Venture.

    Trading of the CII Common Shares will not resume until all documents
required by TSX Venture have been filed and accepted by the TSX Venture. CII
will issue a further news release when TSX Venture has received the necessary
documentation and trading of the CII Common Shares is to resume.

    Completion of the Acquisition is subject to a number of conditions,
including but not limited to, TSX Venture acceptance and shareholder approval.
There can be no assurance that the Acquisition will be completed as proposed
or at all.
    Investors are cautioned that, except as disclosed in the Filing Statement
of the Company to be prepared in connection with the Acquisition, any
information released or received with respect to the Acquisition may not be
accurate or complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Acquisition and has neither approved nor disapproved the contents of this
press release.
    As indicated above, Haywood Securities Inc., subject to completion of
satisfactory due diligence, has agreed to act as sponsor in connection with
the Acquisition. An agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the likelihood of
completion.
    Except for historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties.
Actual results may differ materially. Except as required pursuant to
applicable securities laws, neither CORRE nor CII will update these
forward-looking statements to reflect events or circumstances after the date
hereof. More detailed information about potential factors that could affect
financial results is included in the documents filed from time to time with
the Canadian securities regulatory authorities by CII and CORRE.
    %SEDAR: 00025362E




For further information:

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

Organization Profile

C LEVEL II INTERNATIONAL HOLDING INC.

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