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Semcan Inc. Announces Rights Offering


Published on 2010-01-04 06:40:08 - Market Wire
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TORONTO, ONTARIO--(Marketwire - Jan. 4, 2010) - Semcan Inc. (TSX VENTURE:STT) ("Semcan" or the "Company") is pleased to announce the terms of a rights offering to existing shareholders to raise gross proceeds of up to approximately $466,467 (the "Offering").

The Company will be offering to eligible holders of its outstanding common shares of record as at the close of business on January 18, 2010 approximately 31,097,867 rights (each, a "Right") to subscribe for up to approximately 7,774,466 units of the Company (each, a "Unit") on the terms set forth in a rights offering circular (the "Circular") to be mailed by the Company to shareholders (and which will also be available on SEDAR). Each such holder will receive one Right for each Common Share held on the Record Date. Four Rights will entitle the holder to purchase one Unit at a price of $0.06. Each Unit is comprised of one Common Share and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.10 during the 4 year period beginning at 9:00 a.m. (Toronto time) on February 11, 2011 and ending at 4:00 p.m. (Toronto time) on February 11, 2015.

The Rights will expire at 4:00 p.m. (Toronto time) on February 11, 2010. Shareholders who exercise all of their Rights will also be entitled to acquire additional shares pursuant to an additional subscription privilege to be provided for under the Offering, the terms of which are described in the Circular.

The Rights will be listed on the Toronto Venture Exchange (the "TSXV") and are expected to commence trading on or about January 14, 2010. The TSXV has also conditionally approved the listing of the Common Shares issuable upon exercise of the Rights and the Warrants.

The Rights and underlying Units are not being offered to, and the Rights may not be exercised by, persons who are residents of any jurisdiction other than each of the provinces of British Columbia, Alberta and Ontario. Reference is made to the section in the Circular entitled "Ineligible Shareholders".

Net proceeds of the Offering will be approximately $466,467 (excluding any potential proceeds from the exercise of the Warrants), assuming that all of the Rights are exercised. The Company intends to use the proceeds of the Offering towards the repayment of a portion of its outstanding debt and for general corporate purposes.

No U.S. Registration or Sales

Neither the Rights nor the securities which may be acquired upon exercise of the Rights have been or will be registered under the U.S. Securities Act or any state securities commission or approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this rights offering circular. Any representation to the contrary is a criminal offence in the United States. The rights offering circular is not being sent, delivered, provided or otherwise circulated to any holder of Common Shares who is in the United States, a U.S. Person (as defined in Regulations S under the U.S. Securities Act), or holding Common Shares for the account or benefit of any U.S. Person or person in the United States. The Rights and the securities acquirable upon exercise of such Rights may not be sold, pledged or transferred, directly or indirectly, and the Rights may not be exercised, in the United States, by any U.S. Person, or for the account or benefit of any U.S. Person or in the United States, except that the Rights may be exercised pursuant to an exemption from the requirements of the U.S. Securities Act and applicable state securities laws, after providing a legal opinion of reputable counsel satisfactory to the Company to the effect that such exemption is available.

About Semcan Inc.

Semcan is a worldwide supplier of industrial processes and environmental solutions with specific emphasis on water remediation and emission control systems.

Forward-Looking Statement Disclaimer

Caution Regarding Forward-Looking Information and Non-GAAP Measures

This news release contains certain forward-looking statements. These statements relate to future events or future performance and reflect management's current expectations and assumptions regarding the growth, results of operations, performance, and business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and expectations and are based on information currently available to management of Semcan. In particular, statements regarding the future operating results and economic performance are forward-looking statements. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements, including risks outlined under "Risk Factors" in our Annual Information Form, which is posted at [ www.sedar.com ]. In evaluating these statements, investors should specifically consider various factors, including such risks as Investment Risk; Business Valuations; Condition of Capital Markets; Dependence on Key Personnel; General Economic Factors; Interest Rate Risk; Competition; and Reliance on Key Suppliers. One or more of these "Risk Factors" could cause actual events or results to differ materially from any forward-looking statement. These factors should not be considered exhaustive. Although the forward-looking statements contained in this press release are based on what management of Semcan considers to be reasonable assumptions based on information currently available to them, there can be no assurance that actual events or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release, and none of Semcan nor its directors assumes any obligation to update or revise them to reflect new events or circumstances. Undue reliance should not be placed on forward-looking statements.

Non-GAAP Measures

The term "EBITDA" is a financial measure used in this document which is not a standard measure under Canadian generally accepted accounting principles. Semcan's method of calculating EBITDA may differ from the methods used by other issuers. Therefore, Semcan's measure of EBITDA, as presented in this press release, may not be comparable to similar measures presented by other issuers. EBITDA refers to net earnings determined in accordance with generally accepted accounting principles, before depreciation and amortization, interest expense, and income tax expense. Management believes that EBITDA is a useful supplemental measure of cash available for debt service, working capital, capital expenditures, income taxes, and distribution. Investors are cautioned that EBITDA, as a non-GAAP measure, is not an alternative to measures under GAAP and should not, on its own, be construed as an indicator of performance or cash flows, a measure of liquidity or as a measure of actual return.


Neither 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 of this release.