|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.
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the...
Oct. 28, 2016 09:15 AM EDT Reads: 11,622
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
Oct. 28, 2016 09:00 AM EDT Reads: 2,014
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that cl...
Oct. 28, 2016 08:30 AM EDT Reads: 705
As software becomes more and more complex, we, as software developers, have been splitting up our code into smaller and smaller components. This is also true for the environment in which we run our code: going from bare metal, to VMs to the modern-day Cloud Native world of containers, schedulers and microservices. While we have figured out how to run containerized applications in the cloud using schedulers, we've yet to come up with a good solution to bridge the gap between getting your conta...
Oct. 28, 2016 08:00 AM EDT Reads: 1,642
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
Oct. 28, 2016 08:00 AM EDT Reads: 3,524
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Oct. 28, 2016 08:00 AM EDT Reads: 5,091
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, will discuss how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team a...
Oct. 28, 2016 08:00 AM EDT Reads: 916
Without lifecycle traceability and visibility across the tool chain, stakeholders from Planning-to-Ops have limited insight and answers to who, what, when, why and how across the DevOps lifecycle. This impacts the ability to deliver high quality software at the needed velocity to drive positive business outcomes. In his general session at @DevOpsSummit at 19th Cloud Expo, Eric Robertson, General Manager at CollabNet, will discuss how customers are able to achieve a level of transparency that e...
Oct. 28, 2016 08:00 AM EDT Reads: 1,072
SYS-CON Events announced today that Streamlyzer will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Streamlyzer is a powerful analytics for video streaming service that enables video streaming providers to monitor and analyze QoE (Quality-of-Experience) from end-user devices in real time.
Oct. 28, 2016 07:15 AM EDT Reads: 1,120
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
Oct. 28, 2016 07:15 AM EDT Reads: 1,120
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
Oct. 28, 2016 07:00 AM EDT Reads: 595
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Oct. 28, 2016 07:00 AM EDT Reads: 3,770
Established in 1998, Calsoft is a leading software product engineering Services Company specializing in Storage, Networking, Virtualization and Cloud business verticals. Calsoft provides End-to-End Product Development, Quality Assurance Sustenance, Solution Engineering and Professional Services expertise to assist customers in achieving their product development and business goals. The company's deep domain knowledge of Storage, Virtualization, Networking and Cloud verticals helps in delivering ...
Oct. 28, 2016 07:00 AM EDT Reads: 1,172
The IoT industry is now at a crossroads, between the fast-paced innovation of technologies and the pending mass adoption by global enterprises. The complexity of combining rapidly evolving technologies and the need to establish practices for market acceleration pose a strong challenge to global enterprises as well as IoT vendors. In his session at @ThingsExpo, Clark Smith, senior product manager for Numerex, will discuss how Numerex, as an experienced, established IoT provider, has embraced a ...
Oct. 28, 2016 06:45 AM EDT Reads: 1,269
DevOps theory promotes a culture of continuous improvement built on collaboration, empowerment, systems thinking, and feedback loops. But how do you collaborate effectively across the traditional silos? How can you make decisions without system-wide visibility? How can you see the whole system when it is spread across teams and locations? How do you close feedback loops across teams and activities delivering complex multi-tier, cloud, container, serverless, and/or API-based services?
Oct. 28, 2016 06:30 AM EDT Reads: 1,196