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CHANGFENG ENERGY INC. ("CFY")
BULLETIN TYPE: New Listing-Shares, Private Placement-Brokered
BULLETIN DATE: February 1, 2008
TSX Venture Tier 1 Company
Effective at the opening on Monday, February 4, 2008, the common shares of Changfeng Energy Inc. (the "Company") will commence trading on TSX Venture Exchange. The Company is classified as a "natural gas distribution" company.
The Company is the result of a recently completed reverse takeover (the "RTO") of McBroom Resources Inc., an unlisted Reporting Issuer of Ontario, by Changfeng Energy Inc. The RTO and related transactions were approved by the shareholders of both companies in their respective annual and special shareholders meetings held on January 10, 2008.
For a full description of the RTO and related transactions, and details on the history and business of the Company, please refer to the joint information circular of the Company and McBroom Resources Inc. dated as of November 29, 2007 filed on SEDAR.
Private Placement - Brokered
In connection with the RTO, the Company has completed a brokered private placement of subscription receipts announced by McBroom Resources Inc. on December 3, 2007, which were exchanged into:
Number of Shares: 12,500,000 common shares
Purchase Price: $0.60 per common share
Number of Placees: 229 placees
Insider=Y /
Name ProGroup=P / # of shares
Jack Duffy Y 84,000
Barb Richardson P 500
Don Stevenson P 500
Stuart Morrow P 500
Robert Wilson P 500
John Chu P 500
Nagako Kavafian P 500
Mike House P 500
David Kemp P 500
Caroline Phillip P 500
Jonathan Samahin P 500
Russell Starr P 500
Fulton Financial Corp. P 500
Jacques Kavafian P 500
Robert Magtanong P 500
Trevor Countryman P 500
Gordon McCaslin P 500
David Keating P 500
Arun Thomas P 500
Geoffrey Whitlam P 500
2013292 Ont Ltd. P 20,000
Max Satel P 500
John McBride P 500
Scott Cathcart P 500
Caroline Cathcart P 500
Robert Canallo P 500
Barry Allan P 500
Pat Walsh P 500
Vasiliki Bessy P 500
Harvey Morrison P 1,500
William McLean P 500
Caroline Kelly P 500
Scott White P 500
David Wilkes P 500
Andrew Wilkes P 500
Cathi Muncaster P 500
Don Harrington P 500
Andrew Selbie P 500
Ryan Countryman P 500
Doug Cox P 500
David Hetherington P 500
Rein Lee P 500
Neeraj Mehta P 500
Rose Barbieri P 500
Stephen Metcalfe P 500
Mike Skrypnek P 500
Rob Fong P 500
Steven Everett P 500
Robert Justin P 500
Brian Butterworth P 500
David Fawkes P 500
Steven Hurlburt P 500
Gordon Tabasniuk P 500
Ben Sears P 500
Jim Love P 500
Adam Selbie P 500
Graham Warren Y 50,000
Peter Chenk P 94,000
JP LaFleur P 65,000
Jeff Woods P 16,400
Nancy Darnell P 16,000
Christopher Harrop Y 50,000
Edena Soper P 500
Glen Telfer P 500
1077763 Ontario Limited P 500
Joanne Jenkins P 500
MS Susan Howson P 500
Watts Holdings Inc. P 250,000
Godrey Parnters Y 1,375,000
Agent: Research Capital Corporation
Commission: $600,000 (8% of gross proceeds)
Agents' Option: Agent's option to purchase 1,000,000 common shares at $0.60 per share for 24 months from the date of issuance.
Company Information
Corporate Jurisdiction: Canada
Capitalization: Unlimited common shares with no par value of which (post RTO, post private placement) 66,025,000 common shares are issued and outstanding.
Escrowed Shares: 36,725,000 common shares are subject to a TSX Venture Exchange Tier 1 Value Escrow Agreement, which provides for staged releases over a period of 18 months from the date of this bulletin.
Transfer Agent: Olympia Transfer Services Inc.
Trading Symbol: CFY
CUSIP Number: 15911Q 10 8
Sponsoring Member: Research Capital Corporation
The Company has closed the above transactions. For further information, please refer to the joint information circular of the Company and McBroom Resources Inc. dated as of November 29, 2007 filed on SEDAR.
Company Contact: Mr. Mike Liu, President
Company Address: 111 Richmond Street West, Suite 320, Toronto, Ontario M5H 2G4
Company Phone Number: (416) 362-5772
Company Fax Number: (416) 362-2393
