Canada Energy Partners Announces Private Placement, Partial Revocation Order and Variation Order

/EIN News/ -- VANCOUVER, British Columbia, April 11, 2025 (GLOBE NEWSWIRE) -- Canada Energy Partners Inc. (NEX:CE.H) (the “Company”) announces that on February 5, 2025 the British Columbia Securities Commission (the “BCSC”) granted a partial revocation (the “Partial Revocation”) of a failure-to-file cease trade order (“FFCTO”) previously issued by the BCSC on September 4, 2024. The Partial Revocation permits the Company to complete a private placement transaction for the purpose of finalizing its annual financial statements for the year ended April 30, 2024, interim financial statements, management’s discussion and analysis and certification of interim filings for the periods ended July 31, 2024 and October 31, 2024, as well as provide funding for certain operational, filing and debt expenses. 

On April 10, 2025, the BCSC issued a variation order (the “Variation Order”) to:

• cancel the proposed share consolidation of the Company’s common shares on a 10:1 basis.  The consolidation was cancelled in order to comply Policy 2.5 – Continued Listing Requirements and Inter-Tier Movement of the TSX Venture Exchange (the “TSXV”);
• revise the securities offered and the price of the securities offered under the Company’s proposed non-brokered private placement (the “Private Placement”) from up to 5,000,000 units (consisting of one common share and one common share purchase warrant) at a price of $0.05 per unit to up to 25,000,000 common shares of the Company (each, a “Common Share”) at a price of $0.01 per Common Share.  The structure of the Private Placement was amended to eliminate further dilution through the issuance of warrants and the Company will comply with the NEX Policy and Policy 4.1 – Private Placements of the TSXV; and
• revise the date of the FFCTO from September 2, 2024 to September 4, 2024.

Pursuant to the Partial Revocation and Variation Order, the Company intends to complete the Private Placement of up to 25,000,000 Common Shares of the Company at a price of $0.01 per Common Share for gross proceeds of up to $250,000. 

The Company intends to use the net proceeds raised from the Private Placement as follows:

Description	Estimated Amount
Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, as well as the preparation of the materials for the annual meeting, Private Placement and application for the partial revocation order and full revocation	$45,000
Filing fees associated with obtaining the partial revocation order and full revocation order, including fees payable to the applicable regulators, including the BCSC	$20,000
Legacy accounts payable, including accounting and legal fees, consulting fees and outstanding transfer agent fees	$160,000
Unallocated Working capital	$25,000

No proceeds of the Private Placement will be used to fund payments to non arms' length parties or to persons conducting Investor Relations Activities within the meaning of the Policy 1.1 - Interpretation of the TSXV.

The Company may pay finders’ fees of up to 10% cash on a portion of the Private Placement as disclosed in representation 4(n) of the Partial Revocation, subject to compliance with applicable securities laws and policies of the TSXV.

All securities issued pursuant to the Private Placement will be subject to a statutory four month plus one day hold period.  Closing of the Private Placement is subject to receipt of all required regulatory approvals, including acceptance from the TSXV. 

Prior to completion of the Private Placement, each proposed placee will receive a copy of the FFCTO, the Partial Revocation and the Variation Order, and will be required to provide an acknowledgement to the Company that all of the Common Shares issued in connection with the Private Placement, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation by the BCSC does not guarantee the full revocation of the FFCTO in the future.

For more information, please contact:

CANADA ENERGY PARTNERS INC.
Attention:  Grant Hall, President
Email:  ghall@canadaenergypartners.com
Direct Phone: (520) 668 4101

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur, including, without limitation, estimated revenues. Forward-looking statements in this press release include statements about the closing of the Private Placement and the intended use of proceeds of the Private Placement. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, without limitation, TSXV approval of the Private Placement. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by law.