Cancen Oil Canada Inc
TSX VENTURE : COI

August 03, 2012 09:00 ET

Cancen Closes First Tranche of Its Private Placement and Enters Into A Term Sheet for Mezzanine Financing

EDMONTON, ALBERTA--(Marketwire - Aug. 3, 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 announce that it has closed the first tranche of its previously announced private placement financing (the "Private Placement") consisting of 12% secured subordinated convertible debentures (the "Secured Subordinated Debentures").

Pursuant to the first closing of the Private Placement, the Corporation issued 2,960 Secured Subordinated Debentures representing an aggregate principal amount of $2,960,000 through a syndicate of agents led by Stonecap Securities Inc. and including Wolverton Securities Ltd. (the "Agents") together with Macquarie Private Wealth Inc. as a special selling group member. The Agents were paid a cash commission and advisory fees of $235,550 and were granted 197,333 compensation warrants (the "Compensation Warrants"), with each Compensation Warrant entitling the holder to acquire one common share of the Corporation at a price of $0.60 per Share until August 2, 2014.

The net proceeds from the Private Placement will be used to fund the Corporation's 2012 capital expenditure program and for general working capital purposes.

The Corporation and the Agents anticipate a second closing of the Private Placement will take place on or about August 23, 2012.

In addition to the closing of the first tranche of the Private Placement, the Corporation also announces it has entered into a term sheet with Tallinn Capital Corp. ("Tallinn"), pursuant to which Tallinn has offered to loan up to $10,200,000 to the Corporation (the "Mezzanine Financing"). The Mezzanine Financing will bear interest at a rate of 12.75% and will have a term of two years. Completion of the Mezzanine Financing is subject to several conditions precedent, including completion of due diligence by Tallinn, Cancen board of directors approval, regulatory approval, completion of formal security documentation, Cancen completing an additional closing of the Private Placement, as well as the usual other conditions for financings of this nature.

The Secured Subordinated Debentures have a face value of $1,000 per Secured Subordinated 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 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 ("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.

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. The Secured Subordinated Debentures are subject to a four month hold period expiring on December 3, 2012.

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 and the Mezzanine Financing. 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.

Please visit Cancen's website at: www.cancenoilcanada.com.

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

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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