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CIL

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Share Name Share Symbol Market Type
TSXV:CIL TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Canoel Announces Entering in a Swap Agreement

25/09/2013 1:59pm

Access Wire


September 25, 2013- Calgary, Alberta - Canoel International Energy Ltd. ("Canoel" or the "Company") (TSX VENTURE: CIL) is pleased to announce, subject to regulatory approval, that Canoel has entered into a share swap subscription agreement with Global Resources Investments Ltd ("GRIL"), an arm's length party to Canoel.

Canoel is seeking to raise proceeds of approximately CAD$400,000 through the issuance of 1,600,000 common shares to GRIL at a price of $0.25 per share. In consideration for the issuance of the Company's common shares, GRIL will issue and deliver to Canoel 243,768 ordinary shares of GRIL at a price of ?1.00 per share (the "GRIL Shares").

GRIL has been established to exploit investment opportunities in the junior mining and natural resources sectors worldwide, with an investment objective to generate medium and long-term capital growth. GRIL intends to re-register as a public company and be constituted as an investment trust with the name Global Resources Investment Trust Plc ("GRIT") and then immediately seek admission of its ordinary shares on the main market for listed securities on the London Stock Exchange.

Canoel intends to then sell the GRIL Shares through the facilities of the London Stock Exchange to realize the proceeds from the issuance of its common shares.

Closing of the transaction is subject to a number of conditions precedent, including, among others, final approval of the TSX Venture Exchange and GRIL successfully listing on the London Stock Exchange.

The proceeds from this offering will be used to finance the Company's operations and to augment its unallocated working capital. This transaction is subject to the submission of final documentation and final approval of the TSX Venture Exchange.

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.

Forward-Looking Statements

Certain information in this press release is forward-looking within the meaning of Canadian securities laws as it relates to anticipated events and strategies. When used in this context, words such as will, anticipate, believe, plan, mandated, intend, target, and expect or similar words suggest future outcomes.

Forward-looking information in this press release includes, among other things, information relating to: (i) the closing of the proposed share swap transaction; (ii) the ability of GRIL to become listed on the London Stock Exchange; (iii) the Company being able to sell the GRIL Shares on the London Stock Exchange; (iv) the ability of the Company to realize proceeds from the issuance of its common shares; and (v) the Company receiving final approval for the transaction from the TSX Venture Exchange.

These statements are based on certain assumptions and analyses made by the Company in light of its experience, current conditions and expected future developments and other factors it believes are appropriate. The material factors and assumptions used to develop these forward-looking statements include, but are not limited to: (i) the ability of GRIL to become listed on the London Stock Exchange; (ii) the ability of the Company to sell the GRIL Shares and realize proceeds from the issuance of its common shares; (iii) the ability of the Company to close the proposed share swap transaction; and (iv) that the Company and GRIL are able to satisfy the conditions for regulatory approval by the TSX Venture Exchange for the proposed share swap transaction.

Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results and experience to differ materially from the Company's expectations. Such risks and uncertainties include, but are not limited to, risks relating to: (i) whether the proposed share swap transaction will be completed or close as expected; (ii) whether GRIL is able to become listed on the London Stock Exchange; (iii) whether the value of the GRIL Shares will be retained; and (iv) whether the Company will be able to sell the GRIL Shares at their anticipated value, or at all. If any such risks actually occur, they could materially adversely affect the Company's business, financial condition or results of operations. In that case the trading price of the Company's common shares could decline, perhaps materially.

Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are provided for the purpose of providing information about management's current expectations, and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. Canoel does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in Canoel's expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

This press release is not to be distributed to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities law.

For further information, please contact:

Jose Ramon Lopez Portillo Andrea Cattaneo

Chairman of the Board CEO & President

Email: info@canoelenergy.com

Telephone: (403) 938-8154

Telefax: (403) 775-4474

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