|By Marketwired .||
|April 25, 2014 06:08 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 04/25/14 -- Canadian Quantum Energy Corporation ("Canadian Quantum" or the "Company") (TSX VENTURE: CQM) announced today that it has entered into an investment agreement (the "Investment Agreement") with Lang International Holdings Limited, a company registered in the British Virgin Islands ("Lang"). The Investment Agreement, the completion of the loans, and the closing of the shares for debt transaction and the private placement offerings as contemplated by such agreement, as described below, are subject to approval of the TSX Venture Exchange. All securities issued in connection with the shares for debt transaction and the private placement offerings described below will be subject to a four month hold period from the date of each applicable closing.
Pursuant to the terms of the Investment Agreement, on or before May 2, 2014, Lang, or any of its associates or affiliates, will provide a short term loan (the "Lang Loan") to the Company in the amount of $350,000, which will be evidenced by a promissory note and secured against the personal property of the Company. The loan will be repaid on the earlier of the closing of the Equity Private Placement, as described below, or the deadline to file final documentation with the TSXV with respect to the Equity Private Placement, but in any event no later than May 30, 2014 (the "Maturity Date"), and does not bear interest prior to the Maturity Date, provided that if any amount of the loan is unpaid following the Maturity Date, it will bear interest at a rate of 12% per annum.
Pursuant to the terms of the Investment Agreement, on or before May 2, 2014, a company controlled by Mr. Brett, the President and Chief Executive Officer of the Company, will settle the total amount of its outstanding unsecured demand loan in the amount of $226,150.12, including accrued interest, into common shares of the Company ("Common Shares") at a price of $0.10 per Common Share. In addition, on or before May 2, 2014, Mr. Brett will convert the total amount of his outstanding accrued salary up to March 31, 2014, in the amount of $235,000 into a loan (the "Brett Loan"), that will be evidenced by a promissory note and secured against the personal property of the Company, and upon the issuance of the Series 1 Debentures, as described below, will also be secured against a portion of the Company's interest in the Alexander project. The promissory note issued to Mr. Brett will be due on September 30, 2015 and bears interest at a rate of 12% per annum. Canadian Quantum has determined that exemptions from the various requirements of the TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the promissory note and Common Shares to Mr. Brett and the company controlled by Mr. Brett (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization).
Under the terms of the Investment Agreement, Canadian Quantum intends to complete a private placement offering of Common Shares (the "Equity Private Placement") pursuant to which Lang or any of its associates or affiliates, and other eligible parties, would purchase 12,750,000 Common Shares at a price of $0.10 per Common Share for gross proceeds of $1,275,000. The proceeds from the Equity Private Placement will be used for the exploration program on the Company's Alexander project and for general working capital. The closing of the Equity Private Placement is subject to the repayment of the Lang Loan, concurrently with the Closing of the Equity Private Placement, and the concurrent closing of the private placement of Series 1 Debentures, as described below.
Concurrently with the closing of the Equity Private Placement, a subsidiary of Canadian Quantum will purchase certain seismic equipment from Lang at a purchase price of 10,971,000 Common Shares at a deemed price of $0.10 per Common Share.
Concurrently with the closing of the Equity Private Placement, Canadian Quantum also intends to complete a private placement offering of series 1 convertible secured debentures in the aggregate principal amount of up to $1,875,000 (the "Series 1 Debentures"), pursuant to which Lang or any of its associates or affiliates, will purchase Series 1 Debentures and the remaining amount will be subscribed for by the holders of the currently outstanding debentures. The proceeds from the offering of Series 1 Debentures will be used for general working capital and to repay a portion of the principal amount and accrued interest owing on the outstanding debentures, and the remaining amount owing on the outstanding debentures shall be settled by the issuance of Series 1 Debentures, such that following the closing of the offering of the Series 1 Debentures, the outstanding debentures will be fully paid and terminated. The Series 1 Debentures will be secured against the personal property of the Company and a portion of the Company's interest in the Alexander Project, convertible at a price of $0.12 per Common Share, mature on September 30, 2015 and will bear interest at a rate of 10% per annum. The holder of a Series 1 Convertible Debenture will rank on a pari passu and equal basis with any other holder of a Series 1 Convertible Debenture, any holder of a Series 2 Convertible Debenture and Mr. Brett with respect to the Brett Loan.
Following the closing of the offering of Series 1 Debentures, if Canadian Quantum wishes to complete a subsequent offering of debentures, it shall provide written notice to Lang on or prior to September 15, 2014, that it intends to complete an offering of series 2 convertible debentures in the aggregate principal amount of $650,000 (the "Series 2 Debentures"), pursuant to which Lang or any of its associates or affiliates, may purchase up to the entire principal amount of the Series 2 Debentures. The Series 2 Debentures will be secured against the personal property of the Company and a portion of the Company's interest in the Alexander Project, convertible at the applicable market price pursuant to the policies of the TSX Venture Exchange, mature on March 30, 2016 and will bear interest at a rate of 10% per annum. The Series 2 Debentures, if and when issued, shall rank pari passu with the Series 1 Debentures, the Brett Loan and any other secured convertible debentures the Company may issue in the future.
Following the execution of the Investment Agreement, Lang shall be entitled to nominate two individuals to the Board of Directors of the Company, at a time to be determined by Lang. The names of such nominees will be announced by the Company at the time of their appointment to the Board of Directors.
About Canadian Quantum
Canadian Quantum is actively pursuing oil and gas opportunities in Western Canada and continues to hold various interests in approximately 174,000 gross acres covered by four permits in the St. Lawrence Lowlands, Quebec Utica Shale Play.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains certain statements which constitute forward-looking statements or information ("forward-looking statements"), including statements regarding Canadian Quantum's business, the Investment Agreement and the proposed transactions. Such forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Canadian Quantum's control, including the ability of Canadian Quantum to satisfy the conditions to completion of the proposed transactions, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Canadian Quantum believes that the expectations in its forward-looking statements are reasonable, they are based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward looking information. As such, readers are cautioned not to place undue reliance on the forward looking information, as no assurance can be provided as to future results, levels of activity or achievements. The forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Canadian Quantum does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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