State Street Corp V.STT

Primary Symbol: STT Alternate Symbol(s): STT.PR.G

Financial Services Asset Management

State Street Corporation is a financial holding company. The Company, through its subsidiary, State Street Bank and Trust Company (State Street Bank), provides a range of financial products and services to institutional investors. It operates through two lines of business: Investment Servicing and Investment Management. Its Investment Servicing, through State Street Investment Services, State Street Global Markets, State Street Alpha, and State Street Digital, provides investment services for clients, including mutual funds, collective investment funds and other investment pools. Its products include back-office products, such as custody, accounting, investor services and others. Its Investment Management line of business, through State Street Global Advisors, provides a range of investment management strategies and products for its clients. It offers a breadth of services and solutions, including ESG investing, defined contribution products, Global Fiduciary Solutions, and others.

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State Street Corp

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Post by capitalxon Mar 23, 2011 9:38am

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Post# 18326819

News

Semcan Inc. Announces Retirement of Chairman and Appointment ofSuccessor, as Well as Additional Details Relating to FinancingExpected to Close in Early April, 2011

Last Update: 3/23/2011 9:31:50 AM

TORONTO, ONTARIO, Mar 23, 2011 (MARKETWIRE via COMTEX) --Semcan Inc.(STT) ("Semcan or the "Company") announcedtoday that Mr. P. M. Jamieson, the Company's Chairman, retired asChairman on March 21, 2011. Mr. Jamieson will remain a significantshareholder and director of the Company. The Company also announcedadditional information regarding the terms of a new financing anddebt restructuring originally announced on March 7, 2011. Thefinancing is expected to close, subject to negotiation of finaldocumentation, certain other conditions precedent, shareholderapproval and TSX Venture Exchange approval, in early April, 2011.

Semcan's board of directors is pleased to announce that Mr. RandyFowlie has been appointed the Company's Chairman as of March 21,2011. Randy Fowlie is CEO of RDM Corporation. He also held theposition of Vice President and General Manager, Digital Media, ofHarris Corporation, a public software and hardware company, and hewas formerly Chief Operating Officer and Chief Financial Officer ofInscriber Technology Corporation, a software company acquired byLeitch in 2005. Previously, Mr. Fowlie was a partner with KPMG LLP,Chartered Accountants. Mr. Fowlie sits on the board of Open TextCorporation.

Mr. Ian Conn, on behalf of the Company's board, commented "I amdelighted with the appointment of Randy Fowlie as Chairman. Randy hasbeen a strong independent board member over the last year and hasmade a significant contribution to the evolution of the Company whichhas allowed it to announce the new financing expected to close inearly April, 2011."

Simultaneously, Mr. Ron O'Hearn retired from the board on March 21,2011 and Mr. David Deacon, the recently-appointed CEO, joined theboard. Mr. O'Hearn has been a director of the Company since 2000, andhe continues to be a significant shareholder.

Financing

The Company confirmed that, in addition to the terms of the securedconvertible loan (the "Loan") announced on March 7, 2011, it mayraise up to a maximum of $3,000,000 under the Loan.

A condition of the Loan is that a minimum of $3,300,000 of theCompany's existing debt and trade accounts payable be converted tocommon shares at between
.34 and
.40 per share(post-consolidation). The Company confirms that lenders have agreedto this condition, and that a total of $3,743,363 of existing debtwill be converted to 10,138,273 common shares, as follows:

         
Amount of Debt

Converting to

Number of Shares

Common Shares

Conversion Price

to be Issued

---------------------------------------------------------

$30,000


.14

214,286

52,590


.20

262,950

557,983


.30

1,859,943

100,000


.34

294,118

3,002,790


.40

7,506,976

--------------------

-----------------

$3,743,363

10,138,273

--------------------

-----------------

--------------------

-----------------

The conversion of debt to common shares, private placement of the Loan,and repayment of $100,000 of principal are related party transactionsfor purposes of MI-61-101 "Protection of Minority Security Holders inSpecial Transactions." The transactions are exempt from the formalvaluation requirements of MI-61-101 as the Company is listed on theTSX Venture Exchange and not listed on the specified markets of s.5.5(b) of MI-61-101. The transactions have been reviewed andrecommended by a committee of independent directors and approved bythe board of directors, subject to majority of the minorityshareholder approval. The interest in the transactions andanticipated effect on securities holdings of related parties are asfollows, with "Pre" referring to pre-transaction and "Post" referringto post-transaction:

-----------------------------------------------------------------------
-----

Common

Name and

Shares on a
Relationship

Estimated Term

Partially

to the

Debt at March

Convertible

Diluted

Company

Common Shares

31, 2011

Debt

Basis (2)
----------------------------------------------------------------------------
David

Pre: 4,059,858

Pre:

Pre:

Nil

9,180,125
Campbell,

(13.06%),
Shareholder

indirectly

$903,560

Transaction:

(26.42%)

through:

Invest $600,000

Transaction:

plus proceeds

(1) Tricaster

Nil

from sale of

as to

3,821,750

2,278,108; and

Post: $903,560

Common Shares,

(2) Combined as

total estimated

to 1,781,750

at $845,700.

Sale Prior to

Post: $845,700,

Closing: Sell

convertible

3,821,750 to

into 9,061,072

hold 238,108

Common

Shares(1)

Post, after

Consolidation:

119,054
----------------------------------------------------------------------------
Ian L. T.

Pre: 1,063,000

Pre: Nil

Pre:

Nil

911,857
Conn,

(3.42%)
Director

Transaction:

Transaction:

(3.48%)

Sale Prior to

Nil

Invest $30,000

Closing: Sell

plus proceeds

300,000 to hold

Post: Nil

from sale of

763,000

300,000 shares,

total estimated

Post, after

at $49,500.

Consolidation:

381,500

Post: $49,500,

convertible

into 530,357

Common Shares

(1)
----------------------------------------------------------------------------
Randy

Pre: Nil

Pre: Nil

Pre:

Nil

642,857
Fowlie,
Director

Sale Prior to

Transaction:

Transaction:

(2.44%)

Closing: Nil

Nil

Invest $60,000.

Post, after

Post: Nil

Post: $60,000,

Consolidation:

convertible

Nil

into 642,857

Common Shares

(1)
----------------------------------------------------------------------------
Philip M.

Pre: 2,362,041

Pre: $1,653,837

Pre:

Nil

5,523,471
Jamieson,

(7.6%)
Chairman,

Transaction:

Transaction:

(20.4%)
CEO and

Sale Prior to

Receive $50,000

Invest proceeds
Director

Closing: Sell

of principal

from sale of

2,120,000 to

2,120,000

hold 242,041

Convert

shares,

(pre-

remaining

estimated at

consolidation),

$1,603,837 to

$130,000.

121,021 (post-

Common Shares

consolidation)

at 
.40

Post: $130,000,

convertible

Receive

Receive

into 1,392,857

4,009,593 upon

4,009,593

Common Shares.

conversion of

Common Shares

(1)

debt.

Post: Nil

Post, after

Consolidation:

4,130,614
----------------------------------------------------------------------------
Ronald F.

Pre: 2,086,991

Pre: Nil

Pre:

Nil

1,561,353
O'Hearn,

(6.71%)
Director

Transaction:

Transaction:

(5.85%)

Sale Prior to

Nil

Invest $30,000

Closing: Sell

plus proceeds

1,000,000 to

Post: Nil

from sale of

hold 1,086,991

1,000,000

Common Shares,

Post, after

total estimated

Consolidation:

at $95,000

543,496

Post: $95,000,

convertible

into 1,017,857

Common Shares

(1)
----------------------------------------------------------------------------
David

Pre: 506,000

Pre: Nil

Pre:

Nil

574,429
Snowden,

(1.63%)

(2.21%)
Director

Transaction:

Transaction:

Sale Prior to

Nil

Invest $30,000

Closing: Nil

Post: Nil

Post: $30,000,

Post, after

convertible

Consolidation:

into 321,429

253,000

Common Shares

(1)
----------------------------------------------------------------------------
Remy

Pre: 135,000

Pre: Nil

Pre:

Nil

415,714
Stachowiak,

(0.43%)
Director

Transaction:

Transaction:

(1.6%)

Sale Prior to

Nil

Invest $32,500.

Closing: Nil

Post: Nil

Post: $32,500,

Post, after

convertible

Consolidation:

into 348,214

67,500

Common Shares

(1)
----------------------------------------------------------------------------
John Wilby,

Pre: 1,000,000

Pre: $33,667,

Pre:

Nil

1,035,714
CFO and

(3.22%),

indirectly
Secretary

indirectly

through Minnorm

Transaction:

(3.95%)

through Minnorm

Invest $50,000

Holdings Inc.

Transaction:

("Minnorm")

Nil

Post: $50,000,

convertible

Sale Prior to

Post: $33,667

into 535,714

Closing:Nil

Common Shares

(1)

Post, after

Consolidation:

500,000
----------------------------------------------------------------------------
Notes:
(1) Giving effect to the issuance of Common Shares on conversion and

exercise of the warrants issued on conversion.
(2) Giving effect to the exercise or conversion of securities by the holder

only.

About Semcan Inc.

Semcan is a North American supplier of industrial processes andenvironmental solutions with specific emphasis on water remediationand emission control systems

Caution Regarding Forward-Looking Information and Non-GAAP Measures

Forward-Looking Information

This news release contains certain forward-looking statements. Thesestatements relate to future events or future performance and reflectmanagement's current expectations and assumptions regarding thegrowth, results of operations, performance, and business prospectsand opportunities. Such forward-looking statements reflectmanagement's current beliefs and expectations and are based oninformation currently available to management of Semcan. Inparticular, statements regarding the future operating results andeconomic performance are forward-looking statements. Forward-lookingstatements involve significant risks and uncertainties. A number offactors could cause actual events or results to differ materiallyfrom the events and results discussed in the forward-lookingstatements, including risks outlined under "Risk Factors" in ourAnnual Information Form, which is posted atwww.sedar.com. Inevaluating these statements, investors should specifically considervarious factors, including such risks as Investment Risk; BusinessValuations; Condition of Capital Markets; Dependence on KeyPersonnel; General Economic Factors; Interest Rate Risk; Competition;and Reliance on Key Suppliers. One or more of these "Risk Factors"could cause actual events or results to differ materially from anyforward-looking statement. These factors should not be consideredexhaustive. Although the forward-looking statements contained in thispress release are based on what management of Semcan considers to bereasonable assumptions based on information currently available tothem, there can be no assurance that actual events or results will beconsistent with these forward-looking statements, and management'sassumptions may prove to be incorrect. These forward-lookingstatements are made as of the date of this press release, and none ofSemcan nor its directors assume any obligation to update or revisethem to reflect new events or circumstances. Undue reliance shouldnot be placed on forward-looking statements.

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 release.