TORONTO, ONTARIO--(Marketwire - June 25, 2008) - CANADIAN OIL RECOVERY & REMEDIATION ENTERPRISES LTD. (the "Corporation" or "CORRE Ltd.") (formerly, "C Level II International Holding Inc.") (TSX VENTURE:CII.P), is pleased to announce that it has closed its previously announced Qualifying Transaction with Canadian Oil Recovery & Remediation Enterprises Inc. ("CORRE Inc."). In accordance with the approvals of the Corporation's shareholders at its annual and special meeting on May 29, 2008, the Corporation has changed its name as noted above and has completed the consolidation of its outstanding common shares on a three (3) for (1) basis (the "Consolidation"). In addition, the following individuals have been appointed as directors and officers of the Corporation: John Lorenzo (President, Chief Executive Officer and a Director); David Carbonaro (Corporate Secretary and a Director); Hassan Dahlawi (Director); Raymond J. Stapell (Director); Dr. Edward Gress (Director); Wayne McKinnon (Director); William F. Madison (Director); Jean-Francois Pelland (Director); Daniel Pharand (Director); and Colleen Hobson (Chief Financial Officer). The registered office of the Corporation has also been changed to the Province of Ontario. The TSX Venture Exchange (the "Exchange") has previously granted conditional approval to the listing of the common shares of the Corporation (post-Consolidation) resulting from the Qualifying Transaction (the "CORRE Ltd. Shares"), subject to receipt of final submission documents, which have now been delivered to the Exchange. Pending satisfactory review of such final materials by the Exchange, it is expected that the Corporation will be listed on the Exchange as a Tier 1 issuer and that trading of the CORRE Ltd. Shares under the new symbol, "CVR" will commence on or about June 30, 2008.
In connection with this closing, the Corporation has issued an aggregate of 40,963,385 CORRE Ltd. Shares to former holders of common shares, convertible debentures and subscription receipts of CORRE Inc. and has issued an aggregate of 533,333 options to acquire CORRE Ltd. Shares (at an exercise price of $0.39 per share for a period of two years) to a former holder of options to acquire common shares of CORRE Inc. The proceeds from CORRE Inc.'s previously completed subscription receipt financing ($3 million plus accrued interest) have also been released and delivered to the Corporation. The Corporation has also issued warrants to Haywood Securities Inc. (the Sponsor of the Qualifying Transaction), entitling Haywood to acquire an aggregate of 95,238 CORRE Ltd. Shares (at an exercise price of $0.525 for a period of one year). It should be noted that the exchange ratio employed for the purposes of calculating the number of CORRE Ltd. Shares issuable to former holders of CORRE Inc. securities is 5.714286 CORRE Ltd. Shares for each one (1) common share of CORRE Inc. The product of that calculation is then divided by the consolidation ratio (three) in order to determine the final number of CORRE Ltd. Shares issuable to such holders.
Holders of securities of C Level II International Holding Inc. (i.e.: pre-Qualifying Transaction) are entitled to have such securities replaced by securities of CORRE Ltd., after giving effect to the three (3) for one (1) Consolidation, the result being that the securities held by such holders after completion of the Qualifying Transaction will consist of an aggregate of 6,747,792 CORRE Ltd. Shares, 666,667 options to acquire CORRE Ltd. Shares and 252,209 agent's options.
As a result of the foregoing, the outstanding capital of the Corporation upon completion of the Qualifying Transaction consists of the following: 47,711,177 CORRE Ltd. Shares, 1,200,000 options to acquire CORRE Ltd. Shares, 95,238 Sponsor Warrants and 252,209 agent's options. An aggregate of 21,035,012 of the foregoing shares will be subject to 18-month escrow restrictions, with twenty-five percent (25%) of such escrowed shares being releasable upon receipt of final Exchange approval and a further twenty-five percent (25%) being releasable on each of the six-month, twelve-month and eighteen-month anniversaries of such approval.
For further details regarding the Qualifying Transaction, including detailed profiles of the individuals that have been appointed officers and directors of the Corporation, readers are encouraged to make reference to the Filing Statement of the Corporation that was filed on May 9, 2008 and is available under the Corporation's profile at www.sedar.com.
CORRE is a Canadian company that has exclusive licenses to use two innovative technologies and processes for oil recovery, sludge and drill cuttings treatment and remediation of oil-contaminated sites. The first technology, namely, the APEX technology is well established. The APEX process equipment has been treating sludge and drill cuttings in many countries including India, Romania, Mexico, Panama and Norway. The second technology, known as the OS (Oxidation Stripping) technology, separates oil from sand and other solids. The process equipment utilizing the OS technology is proprietary prototype equipment which was exclusively developed by CORRE. The OS technology and process is best suited for unconventional oil production from oil sands.
CORRE plans to deploy its sludge and drill cuttings treatment and oil recovery process equipment in the oil producing countries of the Middle East where there is substantial demand for its oil recovery and remediation services especially in Kuwait. CORRE has already secured strategic local partnership in the Middle East, has built the process equipment and will be shipping the equipment to Kuwait this summer in preparation for its bid for Kuwait Oil Lakes projects anticipated for tendering by the Kuwait Oil Company in the fall of this year. CORRE is now in the process of applying to pre-qualify as service provider to the Kuwait Oil Company under a pre-qualification for waste management.
Forward Looking Statements
Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and 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. Except as required by applicable securities requirements, the Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.