Welcome!

News Feed Item

Canadian Quantum Announces Execution of Investment Agreement

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that T-Mobile will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. As America's Un-carrier, T-Mobile US, Inc., is redefining the way consumers and businesses buy wireless services through leading product and service innovation. The Company's advanced nationwide 4G LTE network delivers outstanding wireless experiences to 67.4 million customers who are unwilling to compromise on ...
SYS-CON Events announced today that Infranics will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Since 2000, Infranics has developed SysMaster Suite, which is required for the stable and efficient management of ICT infrastructure. The ICT management solution developed and provided by Infranics continues to add intelligence to the ICT infrastructure through the IMC (Infra Management Cycle) based on mathemat...
MongoDB Atlas leverages VPC peering for AWS, a service that allows multiple VPC networks to interact. This includes VPCs that belong to other AWS account holders. By performing cross account VPC peering, users ensure networks that host and communicate their data are secure. In his session at 20th Cloud Expo, Jay Gordon, a Developer Advocate at MongoDB, will explain how to properly architect your VPC using existing AWS tools and then peer with your MongoDB Atlas cluster. He'll discuss the secur...
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., will discuss how these tools can be leveraged to develop a lasting competitive advanta...
Most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes a lot of work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reduction in cost ...
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 20th Cloud Expo, which will take place on June 6-8, 2017 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 add...
SYS-CON Events announced today that Cloudistics, an on-premises cloud computing company, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloudistics delivers a complete public cloud experience with composable on-premises infrastructures to medium and large enterprises. Its software-defined technology natively converges network, storage, compute, virtualization, and management into a ...
SYS-CON Events announced today that SD Times | BZ Media has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. BZ Media LLC is a high-tech media company that produces technical conferences and expositions, and publishes a magazine, newsletters and websites in the software development, SharePoint, mobile development and commercial UAV markets.
SYS-CON Events announced today that Juniper Networks (NYSE: JNPR), an industry leader in automated, scalable and secure networks, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Juniper Networks challenges the status quo with products, solutions and services that transform the economics of networking. The company co-innovates with customers and partners to deliver automated, scalable and secure network...
In his session at Cloud Expo, Alan Winters, an entertainment executive/TV producer turned serial entrepreneur, will present a success story of an entrepreneur who has both suffered through and benefited from offshore development across multiple businesses: The smart choice, or how to select the right offshore development partner Warning signs, or how to minimize chances of making the wrong choice Collaboration, or how to establish the most effective work processes Budget control, or how to max...
"I think that everyone recognizes that for IoT to really realize its full potential and value that it is about creating ecosystems and marketplaces and that no single vendor is able to support what is required," explained Esmeralda Swartz, VP, Marketing Enterprise and Cloud at Ericsson, in this SYS-CON.tv interview at @ThingsExpo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists l...
Virtualization over the past years has become a key strategy for IT to acquire multi-tenancy, increase utilization, develop elasticity and improve security. And virtual machines (VMs) are quickly becoming a main vehicle for developing and deploying applications. The introduction of containers seems to be bringing another and perhaps overlapped solution for achieving the same above-mentioned benefits. Are a container and a virtual machine fundamentally the same or different? And how? Is one techn...
My team embarked on building a data lake for our sales and marketing data to better understand customer journeys. This required building a hybrid data pipeline to connect our cloud CRM with the new Hadoop Data Lake. One challenge is that IT was not in a position to provide support until we proved value and marketing did not have the experience, so we embarked on the journey ourselves within the product marketing team for our line of business within Progress. In his session at @BigDataExpo, Sum...