TORONTO, June 5 /CNW Telbec/ - Semcan Inc. (TSX VENTURE:STT) ("SEMCAN")
is pleased to announce it has closed the second and final tranche of its
previously announced brokered private placement of up to $10,000,000, of
Units, subject to a 25% over allotment option.
Each Unit consists of one common share and one half of one warrant. Each
whole warrant will be exercisable to acquire one common share of Semcan for
eighteen months at a price of $1.35.
M Partners Inc., the lead agent, together with PI Financial Corp. and
Desjardins Securities Inc. have received a cash commission equal to 7% of the
gross proceeds of the private placement offering and non-transferable warrants
to purchase 7% of the number of Units sold exercisable at a price of $0.95.
The total commission paid on this second tranche was: $28,967.40 and a total
of 30,492 broker warrants were issued.
The Common Shares and Warrants comprising the Units will be subject to a
hold period of four months plus one day from the date of issuance in
accordance with the policies of the TSX Venture Exchange and applicable
securities laws. The private placement offering is subject to regulatory
approval and the completion of definitive documentation.
Semcan has used the net proceeds of the Offerings to partially fund the
previously announced acquisition of Naston Limited. ("Naston") (see press
release of February 14, 2008) and to increase working capital.
On April 23, 2008, Semcan's wholly owned subsidiary, Stanco Systems UK
Limited, acquired all of the issued and outstanding shares of Naston Limited
for a purchase price of pounds sterling 4,300,000 (net of a payment of pounds
sterling 900,000 from Naston's working capital) (see press release of April
15, 2008). The purchase price was satisfied by the net proceeds of the first
tranche of the private placement (see press release dated April 22, 2008), a
vendor take-back promissory note of pounds sterling 300,000, and by a bridge
loan of $4,000,000 provided by certain directors of Semcan. The bridge loan
has an initial term of 90 days with interest at 7.75% and an upfront fee of
$200,000. Semcan may retire the loan upon completion of financing arrangements
with a UK based bank or may convert the loan into a 3 year term loan with
interest at prime plus three (3) per cent and an additional fee of $110,000.
Semcan has granted a general security agreement over its assets to the non
arms length lenders.
About Semcan Inc
Semcan is fast becoming a worldwide supplier of industrial processes and
environmental solutions with specific emphasis on water remediation and
emission control systems. Semcan provides the central finance and
administrative functions, allowing operational management to remain focused on
bottom line profitability thereby increasing shareholder value.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, which are subject
to risks and uncertainties that could cause actual results to differ
materially from those set forth in the forward-looking statements including
the risks associated with operations and sales and risks associated with
margins, suppliers and customers and risks associated with foreign exchange
fluctuations, among others. These forward-looking statements represent
Semcan's judgment as of the date of this press release. Semcan disclaims any
intent or obligation to update these forward-looking statements.
The securities offered have not been registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or exemption from the registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any State in
which such offer, solicitation or sale would be unlawful.
The TSX Venture Exchange has neither approved nor disapproved the
contents of this press release.
For further information:
For further information: Semcan Inc: Phil Jamieson, Chairman and Chief
Executive Officer, (416) 703-1692 x221; Renmark Financial Communications Inc.:
James Buchanan: firstname.lastname@example.org; John Boidman:
email@example.com, (514) 939-3989, Fax: (514) 939-3717,