Semcan Inc.

TSX VENTURE : STT


Semcan Inc.

June 07, 2010 12:25 ET

Semcan Inc. Announces Canaccord Genuity Corp. as Agent for Financing

TORONTO, ONTARIO--(Marketwire - June 7, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Semcan Inc. (or the "Company") (TSX VENTURE:STT) announces today that it has signed an engagement letter with Canaccord Genuity Corp. ("Canaccord Genuity") to act as its financial advisor and agent with respect to an equity raise by way of a short form prospectus as well as to provide ongoing financial and strategic advice. A preliminary Short Form Prospectus is expected to be filed in due course.

Canaccord Genuity is the global capital markets division of Canaccord Financial Inc. (TSX:CF)(AIM:CF), offering institutional and corporate clients idea-driven investment banking, research, sales and trading services from eleven offices worldwide. 

On May 31st 2010, Semcan announced that it has signed a definitive agreement to merge with Group DKG Corp. ("DKG") of Toronto. DKG, a private company with operations in Scarborough, Ontario and Buffalo, New York, was founded to consolidate the corrosion-resistant fiberglass reinforced plastic industry.

One of the conditions of closing is that Semcan will complete an equity raise of at least $2 million contemporaneous with the closing of the merger. The capital raised will provide working capital for the merged business. The financing is subject to regulatory approval including acceptance by the TSX Venture Exchange.

Phil Jamieson Chairman and CEO of Semcan, commented, "Canaccord Genuity is an excellent partner to assist Semcan with the equity raise currently under way as well as in the longer term, to help us grow the business both organically and by acquisition. They bring both a strong distribution network and excellent investment banking advice".

The merged business will combine Semcan's engineering, project management and system integration capabilities with DKG's manufactured products, which are used in applications requiring chemical and corrosion-resistant containment and transport of liquids, gases and chemicals in the mining, power generation and water treatment industries. 

The combined business expects to realize revenue growth from the integration of the segments' sales teams and expanded product and solutions offerings. The Company intends to grow organically by maximising sales of its combined product range through its enhanced sales channels. The Company will also grow by acquiring companies with the main qualifying criteria being common customers and engineered solutions.

Caution Regarding Forward-Looking Information and Non-GAAP Measures

Forward-Looking Information

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 or accuracy of this release.

Contact Information

  • Semcan Inc.
    Phil Jamieson
    Chairman
    (905) 875-5577