/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY,
Jan. 15, 2013 /CNW/ - WesCan Energy
Corp. (TSXV:WCE) ("WesCan" or the "Company") further
to its news release of December 4,
2012, confirms it has settled outstanding trade payables,
management consulting fees/salaries and loans in the aggregate
amount of $311,262, through the
issuance of an aggregate of 1,031,813 common shares in the capital
of the Company ("Common Shares"), at a price of $0.20 per share, representing approximately
$206,362 of the settlement amount,
and the cash and installment cash payments aggregating $109,900. Installment cash payments in the amount
of $104,900 formed part of the
settlement consideration for the unpaid balance of unsecured loans
provided to WesCan by a former consultant of the Company.
Mr. Greg Busby,
President and Chief Executive Officer of the Company, accepted
81,723 Common Shares in respect of approximately $16,344 in net employment income owed by the
Company. Mr. William C. Bailey,
Vice-President, Engineering, of the Company, accepted a total of
100,000 Common Shares to eliminate $20,000 (inclusive of GST) of management
consulting fees owed by the Company for the services of Mr. Bailey,
and Mr. Michael Robichaud, a
director of the Company, accepted 25,000 Common Shares and a cash
payment in the amount of $5,000 in
respect of $10,000 of outstanding
management consulting fees owed by the Company.
All Common Shares issued under this transaction
are subject to a hold period expiring May 5,
2013.
The issuances of Common Shares to each of
Messrs. Busby, Bailey and Robichaud may be considered a "related
party transaction" as defined in Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), as each of Messrs. Busby,
Bailey and Robichaud are considered a related party of the Company
(collectively the "Related Parties"). However, the
transaction is exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as neither the fair
market value of the Common Shares, or the consideration therefore,
insofar as either relates to the Related Parties, exceeded 25% of
the Company's market capitalization, as described in sections 5.5
and 5.7 of MI 61-101. A material change report describing the
involvement of the Related Parties in the transaction was not filed
at least 21 days in advance of the anticipated date closing of the
issuance of Common Shares to the Related Parties, as the level of
participation of the Related Parties was not certain at that time.
Furthermore, the Company believes this was reasonable in light of
the Company's need to satisfy its outstanding debts in a timely
manner and the relatively small size of the related party
transactions.
NEITHER THE 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 NEWS RELEASE.
Reader Advisory
This press release includes certain
statements that may be deemed "forward-looking statements". All
statements in this release, other than statements of historical
facts, that address future exploration drilling, exploration and
production activities and events or developments that the Company
expects, are forward looking statements. Although the Company
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those in forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward looking statements include market
prices, regulatory approvals, continued availability of capital and
financing, and general economic, market or business
conditions.
This news release shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state
in the United States in which such
offer, solicitation or sale would be unlawful. The securities
referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
SOURCE WesCan Energy Corp.
