COI Ceiba Energy Services, Inc.

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 entered into a financing arrangement with
Stonecap Securities Inc. ("Stonecap") to raise gross proceeds of up to $20.0
million (the "Financing"). It is anticipated that the Financing will be
completed via the Corporation securing a mezzanine credit facility (a "Mezzanine
Credit Facility"), and the issuance of convertible debentures and units of the
Corporation comprised of common equity and purchase warrants (the "Private
Placement").


The net proceeds from the Financing will be used to fund; the acquisition of
100% of the Kinsella Crude Oil Terminal and Blending Facility (the "Kinsella
Facility") from Astra Energy Canada Inc. as press released on May 24, 2012, the
Corporation's 2012 capital expenditure program and for general working capital
purposes.


Mezzanine Credit Facility

Cancen has been in discussions with a number of mezzanine lenders and
anticipates that it will be successful in securing a Mezzanine Credit Facility
on terms consistent with industry standards and having first security against
the existing assets of the Corporation, including the Kinsella Facility. The
Corporation will provide further details on the terms and conditions of the
Mezzanine Credit Facility upon closing of the Financing.


Private Placement

Cancen has entered into an agreement with a syndicate of agents (the "Agents")
led by Stonecap, and including Wolverton Securities Ltd., whereby the Agents
have agreed to offer, on a best-efforts private placement basis; (i) 12.0%
convertible unsecured subordinated debentures maturing July 31, 2017 (the
"Debentures"); and (ii) units of the Corporation (the "Units").


Convertible Debentures

The Debentures will have a face value of $1,000 per Debenture, a maturity date
of July 31, 2017, and will be convertible into common shares of the Corporation
at the option of the holder at a conversion price, subject to certain
adjustments, of $0.85 per common share (the "Conversion Price"), being a
conversion rate of 1,176.471 Cancen common shares for each $1,000 principal
amount of Debentures. The 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. The Debentures
will not be redeemable before July 31, 2015. On or 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 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 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.


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


Subject to specified conditions, Cancen will have the right to repay the
outstanding principal amount of the 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 additional common shares of the Corporation.


Units

The Units will be issued at a 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.


Additional Details of the Private Placement

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. 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 Convertible Debentures and
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 TSX Venture and the securities regulatory authorities.


The Convertible 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 acquisition of the Kinsella Crude Oil Terminal and
Blending Facility and 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.

Grafico Azioni Ceiba Energy Services, Inc. (TSXV:COI)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Ceiba Energy Services, Inc. (TSXV:COI)
Storico
Da Giu 2023 a Giu 2024