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Published on 12/1/2005 in the Prospect News PIPE Daily.

New Issue: Compliance Energy proposes C$3.97 million private placement of units, stock

By Sheri Kasprzak

New York, Dec. 1 - Compliance Energy Corp. said it plans to raise C$3,972,500 in a private placement.

The offering includes up to 3.5 million units at C$0.85 each and 950,000 flow-through shares at C$1.05 each.

The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$1.25 each for one year.

The expiry will be accelerated to 30 days if the company's stock trades above C$1.75 for more than 20 consecutive trading days.

Max Capital Markets Ltd. is the placement agent.

The deal is slated to close Dec. 17, and proceeds will be used for development on the company's properties and for working capital.

Compliance, which has headquarters in Vancouver, B.C., is a coal exploration company.

Issuer:Compliance Energy Corp.
Issue:Flow-through shares and units of one share and one half-share warrant
Amount:C$3,972,500 (maximum)
Placement agent:Max Capital Markets Ltd.
Pricing date:Nov. 30
Settlement date:Dec. 17
Stock price:C$0.94 at close Nov. 30
Flow-through shares
Shares:950,000 (maximum)
Price:C$1.05
Warrants:No
Units
Units:3.5 million (maximum)
Price:C$0.85
Warrants:One half-share warrant per unit
Warrant expiration:One year
Warrant strike price:C$1.25

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