CALGARY, December 7, 2006 - Overlord Financial Inc. (the “Corporation”) announces the closing of a non-brokered private placement financing previously announced on November 24, 2006. Gross proceeds of $1,188,000 have been received in return for the issuance of 6,600,000 shares at a price of $0.18 per share. Directors, officers and employees of the Corporation subscribed for 1,400,000 shares of the total 6,600,000 shares in this private placement. The closing price on the TSX-V of the Corporation shares on Wednesday, October 25, 2006, the last trading day prior to this private placement, was $0.21.
All of the common shares are subject to a hold period and may not be traded until April 7, 2006, except as permitted by Canadian securities legislation and the TSX Venture Exchange. No bonus, finder’s fee, commission or agents options have or will be paid in connection with the private placement.
Mr. Ben Cheng is the purchaser of 5,200,000 common shares issued under the private placement. Mr. Cheng is President of Aston Hill Financial Ltd., a wholly-owned subsidiary of the Corporation. Following the acquisition, Mr. Cheng will own 5,200,000 common shares or 10.23% of the issued and outstanding common shares of the Corporation. Mr. Cheng has advised that he has no present intention to acquire ownership of, or control over, additional securities of the Corporation at this time.
This insider private placement was reviewed by the independent directors of the Corporation who determined that the terms of the private placement were reasonable in the circumstances. This private placement is exempt from the valuation and minority approval requirements of OSC Rule 61-501, since the fair market value of the private placement is less than 25% of the market capitalization of the Corporation. The Corporation intends to use the proceeds of the financing for general working capital and to advance its current business plans.
Overlord Financial Inc. is an investment manager with expertise in the junior oil and gas investments sector, energy-based trusts, oil and gas property management and high-yield structured products.
For further information concerning this press release, please contact:
Eric Tremblay
Executive Chairman
Overlord Financial Inc.
(403) 770-4817
Larry Titley
Vice President and CFO
Overlord Financial Inc.
(403) 770-4808
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.