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Press release from CNW Group

Element Financial Closes $110 Million Special Warrant Financing

Friday, November 23, 2012

Element Financial Closes $110 Million Special Warrant Financing09:01 EST Friday, November 23, 2012/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./TORONTO, Nov. 23, 2012 /CNW/ - Element Financial Corporation (TSX:EFN) ("Element"), one of Canada's leading independent equipment finance companies, announced that it has closed today its previously announced special warrant financing.Element issued, on a private placement bought deal basis, 19,500,000 Special Warrants at a price of $5.65 per Special Warrant for gross proceeds of $110,175,000 (the "Offering"). Each Special Warrant entitles the holder to receive, upon exercise or deemed exercise thereof, for no additional consideration, one Common Share in the capital of Element.The Special Warrants will be exercisable by the holders thereof at any time following the closing of the Offering and all unexercised Special Warrants will be deemed to be exercised upon the earlier of: (i) a date that is no later than the fifth business day after the date of issuance of a receipt for a final prospectus qualifying the issuance of Common Shares underlying the Special Warrants, and (ii) four months and one day following the closing of the Offering. Element has agreed to use commercially reasonable best efforts to file a prospectus qualifying the issuance of the Common Shares underlying the Special Warrants within 75 days of closing of the offering.The net proceeds of the Offering will be used to fund Element's previously announced acquisition of CoActiv Capital Partners, Inc. and future growth as well as for general corporate purposes.Steve Hudson, Element's Chairman and CEO stated: "We are very pleased to see the continuing support in the market and from investors for Element's business plan and growth objectives. We remain on track to close the acquisition of CoActiv by the end of November."The Offering was co-led by GMP Securities L.P., Barclays and BMO Capital Markets and included RBC Capital Markets, TD Securities Inc., Cormark Securities Inc., CIBC World Markets Inc. and Scotiabank.About CoActiv Capital PartnersCoActiv Capital Partners, Inc. headquartered in Horsham, Pennsylvania, is one of the fastest growing commercial equipment leasing finance companies in the U.S. CoActiv specializes in designing and implementing private-label sales-aid finance programs to meet the needs of equipment manufacturers in specific industries and has particular expertise in customizing programs for the multi-tiered distribution channels within those industries.About Element Financial CorporationWith total assets of approximately $1.1 billion, Element Financial Corporation is Canada's leading independent equipment finance company. Element operates nationally in three verticals of the equipment finance market - Element Capital provides large ticket equipment leasing, Element Finance serves the mid-ticket equipment finance market and Element Fleet provides vehicle fleet leasing and management solutions through the Company's TLS Fleet Management division. Please visit for more information.Forward Looking StatementsThis release includes forward-looking statements regarding Element and its business. Such statements are based on the current expectations and views of future events of Element's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release, including the intended use of proceeds from the private placement and the completion of the acquisition of CoActiv Capital Partners, Inc., may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the equipment finance industry, economic factors and the equity markets generally and many other factors beyond the control of Element. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Element undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.SOURCE: Element Financial CorporationFor further information: Media Contact:  John SadlerGenoa Management Limited(416) 594-9292 Investor Contact:  Michel BelandChief Financial Officer   (416) 386-1067 ext. 225