Cancen Oil Canada Inc

TSX VENTURE : COI


December 28, 2012 12:50 ET

Cancen Announces Closing of First Tranche of Previously Announced Non-Brokered and Brokered Financings for Gross Proceeds of $3.2 Million

CALGARY, ALBERTA--(Marketwire - Dec. 28, 2012) -

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Cancen Oil Canada Inc. ("Cancen" or the "Corporation") (TSX VENTURE:COI) is pleased to announce the closing of the first tranche of the concurrent series of financings announced on December 11, 2012 consisting of a non-brokered private placement of units of the Corporation ("Units") to the new management team for gross proceeds of approximately $1.1 million, and common shares of the Corporation ("Common Shares") to certain additional subscribers for gross proceeds of approximately $1.4 million (collectively, the "Non-Brokered Private Placement"). The Corporation also completed a brokered offering (the "Brokered Private Placement" and together with the Non-Brokered Private Placement, the "Private Placements") of 10% convertible unsecured subordinated debentures for proceeds of approximately $0.7 million, for a total of $3.2 million aggregate proceeds from the Private Placements.

The new management team announced on December 11, 2012, have subscribed for 2,965,366 Units at a price of $0.38 per Unit for total proceeds of $1,126,839. In addition, 3,636,393 Common Shares were issued to certain additional subscribers identified by the new management team at a price of $0.38 per Common Share for total proceeds of $1,381,829 The aggregate gross proceeds from the Non-Brokered Private Placement completed today is $2,508,668. Each Unit is comprised of one (1) Common Share and one (1) Common Share purchase warrant ("Warrant") of the Corporation. Each Warrant entitles the holder thereof to acquire one additional Common Share at a price of $0.50 for a period of five (5) years from closing of the Non-Brokered Private Placement.

Cancen also announces the closing of the first tranche of 10% convertible unsecured subordinated debentures (the "Debentures"). Pursuant to the first closing of the Brokered Private Placement, the Corporation issued 686 Debentures through a syndicate of agents led by Stonecap Securities Inc. and including Wolverton Securities Ltd. (the "Agents"), and together with Macquarie Private Wealth Inc. as a special selling group member. The Agents were paid a cash commission and advisory fees of $65,980 and were granted 36,740 compensation warrants (the "Compensation Warrants"), with each Compensation Warrant entitling the holder to acquire one Common Share at a price of $0.60 per Common Share until October 30, 2014.

The net proceeds from the Private Placements will be used for working capital, repayment of the promissory note owing to Astra Energy Canada Inc. and for general corporate purposes.

The Corporation and the Agents anticipate an additional closing of the Private Placements will take place in January 2013.

The Debentures have a face value of $1,000 per Debenture, a maturity date of January 31, 2017 (the "Maturity Date"), and are convertible into Common Shares at the option of the holder at a conversion price, subject to certain adjustments, of $0.70 per Common Share (the "Conversion Price"), being a conversion rate of 1,428.57 Common Shares for each $1,000 principal amount of Debentures. The Debentures will accrue interest at a rate of 10% per annum payable semi-annually in arrears on January 31, and July 31 of each year commencing July 31, 2013. The July 31, 2013 interest payment will represent accrued interest for the period from the date hereof. The Debentures will not be redeemable before January 31, 2016. On or after January 31, 2016 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 Debentures, in whole or, from time to time, in part, at par plus accrued and unpaid interest provided that the volume weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSX Venture") 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.

The Debentures are direct, unsecured obligations of the Corporation, subordinated to other indebtedness of the Corporation for borrowed money and ranking equally with all other unsecured subordinated indebtedness.

Subject to specified conditions, the Corporation has the right to repay the outstanding principal amount of the Debentures, on maturity or redemption, through the issuance of Common Shares. The Corporation also has the option to satisfy its obligation to pay interest through the issuance and sale of additional Common Shares.

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.

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 securities issued pursuant to the Private Placements, the anticipated additional closing of the Private Placements and the use of proceeds from the Private Placements. 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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