Cancen Oil Canada Inc
TSX VENTURE : COI

August 30, 2012 16:09 ET

Cancen Closes Second Tranche of Its Private Placement and Provides Update on Mezzanine Financing

EDMONTON, ALBERTA--(Marketwire - Aug. 30, 2012) -

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Cancen Oil Canada Inc. ("Cancen" or the "Corporation") (TSX VENTURE:COI) is pleased to announce that it has closed the second tranche of its previously announced private placement financing (the "Private Placement") consisting of 12% secured subordinated convertible debentures ("Secured Subordinated Debentures") and units of the Corporation ("Units").

Pursuant to the second closing of the Private Placement, the Corporation raised aggregate gross proceeds of $4,223,800 through the issuance of (i) 3,688 Secured Subordinated Debentures for gross proceeds of $3,688,000; and (ii) 893,000 Units at an issue price of $0.60 per Unit for gross proceeds of $535,800. When combined with the initial closing of the Private Placement on August 2, 2012, Cancen has raised aggregate gross proceeds of $7,183,800 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 $317,982 and were granted 317,307 compensation warrants (the "Compensation Warrants"), with each Compensation Warrant entitling the holder to acquire one common share of the Corporation ("Common Shares") at a price of $0.60 per Share until August 30, 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 that a third and final closing of the Private Placement will take place near the end of September, 2012.

As previously announced on August 3, 2012, the Corporation has entered into a term sheet with Tallinn Capital Corp. ("Tallinn") pursuant to which Tallinn has offered a loan to the Corporation (the "Mezzanine Financing") subject to a number of conditions including the satisfactory completion of due diligence by Tallinn. The Corporation continues to work with Tallinn in providing such information as requested and anticipates being in a position to provide further details on the status of the Mezzanine Financing upon closing of the third tranche of Private Placement. Completion of the Mezzanine Financing is subject to several conditions precedent, including completion of due diligence by Tallinn, Cancen board of director approval, regulatory approval, completion of formal security documentation, Cancen meeting a minimum equity financing condition, 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 are 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 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 Units have an issue price of $0.60 per Unit and are comprised of one (1) common share and one (1) common share purchase warrant of the Corporation. Each warrant entitles the holder thereof to acquire one additional common share of the Corporation at a price of $0.85 for a period of 24 months following closing of the Private Placement.

The Secured Subordinated Debentures and the Units issued as part of the second closing are subject to a four month hold period expiring on December 30, 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.

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.

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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