Cancen Amends Certain Terms Of Its Previously Announced Financing
EDMONTON, ALBERTA – July 18, 2012 – Cancen Oil Canada Inc. ("Cancen" or the "Corporation"– TSXVenture: 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.
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 byproducts 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.