Abcana Announces Filing of Filing Statement for Previously Announced Qualifying Transation
Abcana Capital Inc.
2080-777 Hornby Street Vancouver, BC
ABCANA ANNOUNCES FILING OF FILING STATEMENT FOR PREVIOUSLY ANNOUNCED QUALIFYING TRANSATION
TSX-V: ABQ PRESS RELEASE
Vancouver – February 8, 2012 – Abcana Capital Inc. (the “Company”), a capital pool company pursuant to Policy 2.4, is pleased to announce that a filing statement dated February 2, 2012 setting out the proposed transaction with New Coal Energy Pty Ltd (“NCE”) has been filed on SEDAR. The transaction was announced on November 22, 2011.
Transaction Summary
The transaction will be effected by the Company issuing a combination of an aggregate of 19.8 million common shares (the “Shares”) and 19.3 million share purchase warrants to the shareholders of NCE (the “Warrants”), which result in NCE becoming a wholly owned subsidiary of the Company. The Company will also assume NCE’s obligations pursuant to an option agreement regarding the Pine Creek property, including the issuance of 500,000 common shares and 500,000 warrants, exercisable at a price of $0.75 per share for a period of three years. It is currently anticipated that the 20.3 million common shares of the Company will be issued at a deemed price of $0.50 per Share for an aggregate purchase price of $10.15 million. The Warrants will be convertible into common shares at an exercise price of $0.21 until December 31, 2015.
Information Concerning NCE
NCE is a company organized and existing under the laws of Queensland, Australia. NCE’s primary project is the Pine Creek property in Alberta. NCE also has 100% coal and P&NG leases over 768 hectares in the Central Plains region of Alberta, within close proximity to the Pine Creek property.
NCE has been operating for 4 years in Australia and has assembled a mix of development projects and exploration plays within its project portfolio. NCE continues to advance its design and ISCG models for low-cost, low emissions Synthesis Gas which it intends to apply to its Pine Creek Development Project in Alberta.
NCE possesses the experience, technology and intellectual property in-house to deliver on its projects. The commercialization opportunities in Alberta are expected to provide NCE with a revenue stream early in its operation via the development of a power generation project and a CO2 Enhanced Oil Recovery operation. Once project is established, additional ISCG diversification projects will be pursued a mixed use Power Generation/CO2 such as gas to liquids, fertilizer production, hydrogen supply or feedstock for chemicals manufacture.
NCE will be replicating its Alberta ISCG Operation at its other projects, with an initial focus on establishing new projects in the US market where there is a demand for low-cost, low emissions power and CO2 for Enhanced Oil Recovery.
NCE will be undertaking a work program to identify an area of 3,840 acres of the 12,160 acres to conduct the Phase 1 Gasification program. Pursuant to a technical report prepared by Sproule, the recommended work program on the Pine Creek Property is a Phase 1 Gasification site suitability program consisting of:
• Exploration program preparation for the Phase 1 Gasification Program • Coal resource validation of the intended site of the Phase 1 Gasification Program via exploration
- Hydrological Analysis of the intended site and surrounding strata
- Rock Mechanics Analysis of the stratigraphy of the intended site
The results of the Phase 1 Gasification site suitability program will form the basis of an application for a gasification program to be made to the Alberta Government.
Financing
Subject to the completion of the transaction, the Company will be raising $5 million at a price of $0.50 per unit by way of a concurrent private placement. Each unit will be comprised of one common share and one half of one share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.75 for a period of 24 months from the date of close. Finders’ fees may be paid on portions of the financing in the amount of 6% of gross proceeds placed by such finder, payable in cash and 6% of the total units placed by such finder, payable through the issuance of finder’s warrants, exercisable into one additional common share of the Company at a price of $0.50 per common share for a period of 24 months.
Forward-looking Statements
This news release contains certain “forward looking statements” including, for example, statements relating to the completion of the proposed Transaction, the Resulting Issuer’s anticipated share capital, and exploration and development activities at the Pine Creek Property. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, and the ability of NCE to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company and NCE disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
For further information contact:
New Coal Energy Pty Ltd.
Ian Christie, Managing Director Telephone: +61 (0)7 3310 8790 Email: [email protected]
On behalf of the Board of Directors
Shaun Maskerine President, Chief Executive Officer and Chief Financial Officer
All information contained in this press release relating to NCE was provided by NCE to the Company for inclusion herein. NCE has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Completion of the transaction is subject to a number of conditions, including but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 or accuracy of this release.