CANADA GAS ENTERS INTO LOAN AGREEMENT
Vancouver, British Columbia, Canada - May 27, 2010 - Canada Gas Corp. ("Canada Gas" or the "Company") announced today that it has entered into a loan agreement (the "Loan Agreement") with Sun Tzu Ventures Inc. (the "Lender"), pursuant to which the Company will borrow a total of CAD$100,000 from the Lender. The loan is repayable in 6 months from the effective date (the "Maturity Date") and bears no interest unless it remains outstanding after the Maturity Date.
As consideration for the loan, the Company has agreed to pay to the Lender a bonus equal to 20% of the principal amount, which shall be payable in common shares of the Company at a deemed price of $0.05 per share (the "Bonus Shares").
Pursuant to the Loan Agreement, at any time after the Maturity Date, the Lender may convert any outstanding portion of the principal amount into units of the Company at a conversion price of $0.05 per unit. Each unit will consist of one common share and one share purchase warrant of the Company exercisable into an additional common share at a price of $0.10 per share for a period of three years from the date of issuance of the warrant.
The net proceeds of the loan will be used for general working capital purposes and to pay for completion of a reserve report on the Company's Trutch oil and gas property.
The Loan Agreement and the issuance of the Bonus Shares are subject to approval by the TSX Venture Exchange. The Bonus Shares to be issued pursuant to the Loan Agreement will be subject to resale restrictions for a period of four months from the closing date under applicable securities legislation.
About Canada Rare Earths
Canada Rare Earths is a growth company focused on the exploration and development of rare earth elements at its 100% owned Goeland Rare Earths Project within the Montviel carbonatite complex, Montviel Township Quebec, immediately adjacent to Geomega's (TSX-V: GMA) recent rare earth discovery. The Goeland property located 215 km north of Val-d'Or, is road accessible and consists of 47 claims totaling approximately 2,600 hectares. Since the acquisition of the Goeland Project, the Company, in a short period of time, has successfully established itself in one of the largest Carbonatite complexes in North America. Worldwide, carbonatite-related deposits are a major host for rare earths elements ("REE"). The world's most advanced and prolific REE deposits in production or development, Bayan Obo (China), Molycorp's Mountain Pass (USA), Lynas's Mount Weld (Aus), and Rare Earth Element Resource's Bear Lodge project, are all hosted by carbonatites.
For more information on Canada Rare Earths, please contact our Head Office.
On Behalf of the Board of Canada Rare Earths Inc.
Chad McMillan
President & CEO
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. All of the above is subject to TSX.V and regulatory acceptance.
FORWARD LOOKING STATEMENTS
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Company's Pre-Development Agreement and the exploration of the Goeland Project, constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company is able to obtain any required government or other regulatory approvals and any required financing to complete the Company's obligations pursuant to the Pre-Development Agreement and planned exploration activities, that the Company is able to procure equipment and supplies in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors relating to Canada Rare Earth's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks may include, among others, actual results of the Company's exploration activities being different than those expected by management, uncertainties involved in the interpretation of drilling results and geological tests, delays in obtaining required government or other regulatory approvals or financing, inability to procure equipment and supplies in sufficient quantities and on a timely basis, equipment breakdowns and bad weather. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. Canada Rare Earths does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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