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Press release from CNW Group

Element Financial Closes $301 Million Special Warrant Financing

Tuesday, June 18, 2013

Element Financial Closes $301 Million Special Warrant Financing

09:16 EDT Tuesday, June 18, 2013

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES./

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

TORONTO, June 18, 2013 /CNW/ - Element Financial Corporation (TSX:EFN) ("Element" or the "Company"), one of North America's leading independent equipment finance companies, announced today that it has closed its previously announced Special Warrant financing.

Element issued, on a private placement bought deal basis, 29,612,500 Special Warrants at a price of $10.15 per Special Warrant for gross proceeds of $300,566,875 (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 Offering was co-led by GMP Securities L.P., BMO Capital Markets and Barclays and included Scotiabank, National Bank Financial Inc., RBC Capital Markets, TD Securities Inc., Cormark Securities Inc. and Manulife Securities Inc. (collectively, the "Underwriters"). The Offering included the exercise in full by the Underwriters of a 15% over-allotment option for an additional 3,862,500 Special Warrants.

The 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 proceeds of the Offering will be used to partially fund the previously announced acquisition of GE Capital's Canadian fleet portfolio and Element's future growth as well as for general corporate purposes. Subject to the satisfaction of all closing conditions, the company anticipates closing this acquisition transaction as planned by the end of June.

"Thanks to the continued support of our equity investors, the funding raised through this Offering will enable Element to add further depth and scope to our domestic fleet management business at the same time that it provides us with a broad foundation on which to build a powerful strategic cross-border fleet management alliance with GE Capital," said Steven K. Hudson, Element's Chairman and Chief Executive Officer.

About Element Financial Corporation
With total assets of approximately $2.0 billion, Element Financial Corporation is Canada's leading independent equipment finance company. Element operates nationally in three segments 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.

Forward Looking Statements

This 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 expected completion of the acquisition of GE Capital's Canadian fleet portfolio; the intention of Element to file a prospectus qualifying the Common Shares issuable pursuant to the Special Warrants; the integration of GE Capital's Canadian fleet portfolio into Element and any synergies related thereto and the anticipated growth of the Element business; as well as the intended use of proceeds from the Offering  may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company. 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 Corporation

For further information:

John Sadler  
Senior Vice President 
(416) 386-1067 ext. 313 
jsadler@elementfinancial.ca

Michel Béland
Chief Financial Officer
(416) 386-1067 ext. 225
mbeland@elementfinancial.ca

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