Cancen Oil Canada Inc
TSX VENTURE : COI

July 18, 2012 18:17 ET

Cancen Amends Certain Terms of Its Previously Announced Financing

EDMONTON, ALBERTA--(Marketwire - July 18, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Cancen Oil Canada Inc.("Cancen" or the "Corporation") (TSX VENTURE:COI) is pleased to provide an update on its financing previously announced in a press release dated July 4, 2012 regarding a mezzanine credit facility and the issuance of convertible debentures ("Convertible Debentures"), as well as units of the Corporation (the "Units") comprised of common shares and purchase warrants (the "Private Placement").

The Corporation has revised the terms of its proposed private placement of 12.0% convertible debentures led by Stonecap Securities Inc. and including Wolverton Securities Ltd. Pursuant to the amended offering, Macquarie Private Wealth Inc. has agreed to participate as a special selling group for the issuance of convertible secured subordinated debentures (the "Secured Subordinated Debentures"). The Secured Subordinated Debentures will have a face value of $1,000 per Secured Debenture, a maturity date of July 31, 2016, and be convertible into common shares of the Corporation at the option of the holder at a conversion price, subject to certain adjustments, of $1.00 per common share (the "Conversion Price") being a conversion rate of 1,000 Cancen common shares for each $1,000 principal amount of Secured Subordinated Debentures. The Secured Subordinated Debentures will accrue interest at a rate of 12.0% per annum payable semi-annually in arrears on January 31 and July 31 in each year commencing January 31, 2013. The January 31, 2013 interest payment will represent accrued interest for the period from the closing date. After July 31, 2015 and prior to the maturity date, the Corporation may, at its option, subject to providing not more than 60 and not less than 30 days prior notice, redeem the Secured Subordinated Debentures, in whole or in part, at par plus accrued and unpaid interest provided that the volume weighted average trading price of the common shares of the Corporation on the TSX Venture Exchange ("TSXVenture") during the 20 consecutive trading days ending five trading days preceding the date on which the notice of redemption is given is not less than 125% of the Conversion Price.

Subject to specified conditions, the holders of the Secured Subordinated Debentures may elect, subject to regulatory approval, to have the Corporation repay the outstanding principal amount of the Secured Subordinated Debentures, on maturity or redemption, through the issuance of common shares of the Corporation. Cancen also has the option to satisfy its obligation to pay interest through the issuance and sale of common shares of the Corporation.

The Private Placement will be made to eligible subscribers in all provinces of Canada in reliance upon certain exemptions from the prospectus and registration requirements under applicable Canadian securities law. Initial closing of the private placement is scheduled to occur on or about July 31, 2012, and is subject to certain conditions including, but not limited to, the Secured Subordinated Debentures and the Units being subject to a four month hold period from the closing date of the Private Placement, the receipt of all necessary approvals, including the approval of the TSXVenture and the securities regulatory authorities.

The Secured Subordinated Debentures and Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Cancen

Cancen is an energy services company that focuses on providing specialized services to upstream oil and natural gas companies operating in the Western Canadian Sedimentary Basin. The services provided by Cancen assist these companies with the treatment and sale of crude oil and the handling of by-products associated with oil and natural gas development and production. The services provided by Cancen include crude oil emulsion treatment, oilfield waste processing, and disposal of produced and waste water. As at the date hereof, the Corporation's services are provided at five facilities in Alberta and one facility in British Columbia.

Reader Advisory

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Corporation's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the completion of the Private Placement. Such statements and information reflect the current view of the Corporation with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

The Corporation cautions that the foregoing list of material factors is not exhaustive. When relying on Cancen's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Corporation has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

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.

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