Mar 10, 2011, 17:48 ET from Compliance Energy Corporation


VANCOUVER, March 10 /PRNewswire/ - Compliance Energy Corporation ("Compliance" or the "Company") is pleased to report that it plans to raise $3,500,150 via the following private placements:

Private Placement of Flow-Through Units

The Company plans a non-brokered private placement to raise gross proceeds of $1,250,000 (the "Flow-Through Financing"). The Company plans to issue 3,125,000 units (each a "Unit") at a price of $0.40 per Unit. Each Unit will consist of one common share of the Company, intended to qualify as a "flow-through share" under the Income Tax Act (Canada), and one-half of one non-flow-through common share purchase warrant, with each whole warrant having a term of 24 months and an exercise price of $0.60 in the first 12 months and $0.75 in second 12 months. The proceeds from the Flow-Through Financing will be utilized to fund the Company's base metal exploration program on Vancouver Island.

In connection with the Flow-Through Financing, the Company will pay a cash finder's fee equal to 6% of the gross proceeds raised in the Flow-Through Financing, and issue finder's options ("Finder's Options"), exercisable to acquire such number of units ("Finder's Units") as is equal to 7% of the number of Units issued in the Flow-Through Financing. The Finder's Options have an exercise price of $0.40 per Finder's Unit and each Finder's Unit has the same attributes as the Units issued in the Flow-Through Financing, except that the shares partly-comprising the Finder's Units will not be issued on a flow-through basis.

Private Placements of Common Shares

The Company also plans a non-brokered private placement of 6,429,000 common shares (the "Non-Flow-Through Financing", collectively with the Flow-Through Financing, the "Financings"). The Non-Flow-Through Financing is non-brokered and the common shares issued in connection therewith are to be issued at a price of $0.35 per common share for aggregate proceeds of $2,250,150. The proceeds from the Non-Flow-Through Financing will be utilized to fund the continued development of Raven Underground Coal Project and for general working capital purposes.

A 7% cash finder's fee and 7% Finder's Options (as described above) will be paid on a portion of the Non-Flow-Through Financing.

The Company expects to close the Non-Flow-Through Financing on March 11, 2011 and the Flow-Through Financing on March 14, 2011.

About Compliance Energy Corporation

Compliance Energy Corporation is a mining exploration and development company. Our primary holding is our interest in over 75,000 acres of coal and mineral rights on Vancouver Island, British Columbia, where we are focused on developing the Raven Underground Coal Project of which we hold a 60% interest. The remaining 40% is owned by I-Comox Coal Inc., a subsidiary of Itochu Corporation of Japan and by LG International Investments (Canada) Limited, a subsidiary of LG International Corp. of Korea.

The Company also owns a number of exploration properties on Vancouver Island, BC which are 100% owned by the Company, some subject to certain royalty requirements. Our shares trade on the TSX Venture Exchange under the symbol CEC and investor information is available on our web site at

On behalf of the Board of


Jim Defer
Chief Financial Officer

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.


This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the whole or partial closing of the Financings, the future expenditures of the proceeds raised in the Financings, future mineral exploration activities, future business strategy, competitive strengths, goals, expansion, growth of the Company's businesses, operations, plans and with respect to exploration results, the timing and success of exploration activities generally, permitting time lines, government regulation of exploration and mining operations, environmental risks, title disputes or claims, limitations on insurance coverage, timing and possible outcome of any pending litigation and timing and results of future resource estimates or future economic studies.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements are based on a number of material factors and assumptions, including the receipt of necessary regulatory approvals, investor interest in the Financings, that counterparties to material agreements will duly perform their obligations thereunder, the results of drilling and exploration activities, that contracted parties provide goods and/or services on the agreed timeframes, that equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred, that plant and equipment function as specified, that no unusual geological or technical problems occur, and that laboratory and other related services are available and perform as contracted. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration, as well as those factors disclosed in the company's publicly filed documents. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

SOURCE Compliance Energy Corporation