/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TSX-V SYMBOL: ANG
CALGARY, June 10 /CNW/ - AltaCanada Energy Corp. (the "Corporation")
today announces a non-brokered private placement of convertible debentures
(the "Convertible Debentures") for a maximum aggregate principal amount of
$3,000,000 (the "Private Placement"). The Convertible Debentures will yield an
interest rate of 8% paid semi-annually, mature on December 23, 2009 (the
"Maturity Date") and convert to common shares ("Common Shares") of the
Corporation at $0.35 per share (the "Conversion Price"). After June 25, 2009,
upon the simple average of the closing price per share for the Common Shares
for any 10 consecutive trading days selected by the Corporation, commencing
not more than 45 trading days before the maturity date on the TSX Venture
Exchange, becoming equal or greater than $0.50 per Common Share (subject to
the terms of the Convertible Debenture) any principal amount remaining on such
date shall be deemed to be converted immediately in its entirety, into fully
paid and non-assessable Common Shares based on the Conversion Price. Proceeds
from the Private Placement will be used to drill 10 wells on the Fort Belknap
Reservation, Montana, and build gathering facilities to tie these wells in.
The Private Placement will be subject to approval by the TSX Venture Exchange.
Pursuant to the policies of the TSX Venture Exchange and Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), the Private Placement is classified as a "related
party transaction" as James Collins, Michael Hibberd and Donald Foulkes, are
directors of the Corporation (collectively the "Related Parties"). Each
Related Party will subscribe for Convertible Debentures of the Corporation.
The purchasers, in particular, Mr. Collins will subscribe for Convertible
Debentures representing principal amount of up to a maximum of $1,500,000,
Mr. Hibberd will subscribe Convertible Debentures representing principal
amount of $100,000 and Mr. Foulkes will subscribe Convertible Debentures
representing principal amount of $50,000.
The Private Placement was approved by two of the five directors, the
three Related Parties having abstained from the vote. The directors who voted
determined that exemptions from the formal valuation and minority shareholder
approval requirements under MI 61-101, are available since the aggregate
consideration to be paid by the Related Parties is reasonable and does not
exceed 25% of the market capitalization of the Corporation as at June 9, 2008.
Furthermore, the fair market value of the consideration paid by the Related
Parties in connection with the Private Placement is for an amount less than
The closing of the Private Placement is expected to occur on or about
June 25, 2008. Upon full conversion of the Convertible Debentures (and
assuming the full $3 million is raised) the Related Party will own or control
the following number and percentage of the outstanding Common Shares:
Mr. Collins: 17,460,805 Common Shares or 21% (assuming Mr. Collins subscribes
for Convertible Debentures representing principal amount of $1,500,000);
Mr. Hibberd: 855,714 Common Shares or 1%; and Mr. Foulkes: 2,115,257 Common
Shares or 2.5%. The Corporation is engaged in the acquisition, exploitation
and production of crude oil and natural gas reserves in Western Canada and
Montana. For more information on the Corporation, visit www.altacanada.com.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information:
For further information: Don Foulkes, President & CEO, Telephone: (403)
265-9091 (ext 248), Fax: (403) 265-9021, Email: firstname.lastname@example.org; Don
Jackson, Exec VP & COO, Telephone: (403) 265-9091 (ext 234), Fax: (403)