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COI Ceiba Energy Services, Inc.

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Last Updated: -
Delayed by 15 minutes
Share Name Share Symbol Market Type
Ceiba Energy Services, Inc. TSXV:COI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Cancen Announces Appointment of a New Management Team, Additions to the Board of Directors and Concurrent Financings

11/12/2012 8:38pm

Marketwired Canada


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

Cancen Oil Canada Inc. (the "Corporation") (TSX VENTURE:COI) is pleased to
announce the appointment of a new management team with over 16 years of
experience in the oilfield waste management industry and nearly 100 years in the
oil and gas sector, two changes to the board of directors and a concurrent
series of financings whereby:




--  Effective in January 2013, a new management team comprised of: Brian
    Petersen as Chief Executive Officer, Ian Simister as President, Richard
    Lane as Chief Operating Officer and Jim Coughlan as Senior Vice
    President Sales and Business Development (the "New Management Team"),
    will be appointed; 
    
--  Brian Petersen and Ian Simister have been added to the board of
    directors of the Corporation effective immediately; 
    
--  The Corporation will complete a non-brokered private placement of units
    and common shares of the Corporation to the New Management Team and
    directors as well as to certain additional subscribers for proceeds of
    up to $3.0 million; and 
    
--  Stonecap Securities Inc. ("Stonecap") is acting as lead agent, along
    with Wolverton Securities Ltd. as co-agent and Macquarie Private Wealth
    Inc. as a special selling group member, in a brokered private placement
    offering for up to $5.0 million of 10% convertible unsecured,
    subordinated, debentures ("Debentures") of the Corporation
    (collectively, with the non-brokered financing, the "Private
    Placements").



It is anticipated that the Private Placements will close on or before December
31, 2012. The Corporation will seek approval for a change of the Corporation's
name at the next annual meeting of shareholders of the Corporation.


Upon completion of the Private Placements, the New Management Team intends to
focus on cash flow growth through optimizing and maximizing fluid handling
capabilities at each of the Corporation's facilities by leveraging management's
operational expertise and establishing the Corporation's brand in core operating
areas. In addition, the New Management Team has identified a number of higher
value waste water streams which can be handled through the Corporation's
existing facilities with minor upgrades. The New Management Team will place a
high priority on positioning the Corporation as a top tier fluid handling
company in underserved, oil weighted geographic areas where it can utilize its
experience and knowledge in waste water disposal, custom oil treating, oil
blending and terminalling. 


The New Management Team will continue to build on the Company's strategic
relationship with Transcor Astra ("Astra") and fulfilling its contractual
commitments.


The New Management Team 

The New Management Team has a successful track record in financing, constructing
and operating specialized custom oil treating, waste water disposal, oil
blending and terminalling facilities servicing the upstream oil and natural gas
companies operating in the Western Canadian Sedimentary Basin and the United
States.




Brian Petersen          Brian Petersen has over 23 years of oil and gas     
Chief Executive Officer investment banking experience in Canada, the United 
& Director              States and internationally and has previous         
                        experience as a director of both publicly listed and
                        private companies.  Mr. Petersen joins the          
                        Corporation from Stonecap Securities where he was a 
                        Managing Director and Head of Investment Banking,   
                        Western Canada. He spent the first 16 years of his  
                        career with RBC Capital Markets in Toronto, Calgary 
                        and Houston, Texas.  He has worked in boutique      
                        investments banks for the past six years working    
                        with public and private companies in the energy     
                        services and oil & gas sectors. Mr. Petersen earned 
                        a Bachelor of Commerce degree from the University of
                        British Columbia, and is a CFA Charterholder.       
                                                                            
Ian Simister            Ian Simister has 35 years of experience in the      
President & Director    energy service industry with major multi-national   
                        corporations.  Most recently, Mr. Simister served as
                        President of Tervita Waste Processing (formerly CCS 
                        Midstream Services) where he was in charge of growth
                        in the division both organically and through        
                        acquisitions.  Prior to joining Tervita, Mr.        
                        Simister held various executive roles in energy     
                        service companies and prior thereto he held         
                        progressive roles at Halliburton and Baker Hughes,  
                        both domestically and internationally, over a span  
                        of 27 years.                                        
                                                                            
Richard Lane            Richard Lane is a professional engineer with over 25
Chief Operating Officer years of experience in operational leadership and   
                        business process development positions. Prior to    
                        joining the Corporation, Mr. Lane spent five years  
                        with Tervita as Vice President, Waste Processing.   
                        His past roles include Director of Quality and      
                        Business Process Improvements for Global Operations 
                        at Nortel Networks, Vice President, Operations at   
                        Circa Enterprises and Vice President of Operations  
                        with Global Thermoelectric.  Mr. Lane holds a       
                        Bachelor of Applied Science degree from the         
                        University of Toronto as well as a MBA from Queens  
                        University.                                         
                                                                            
Jim Coughlan            Jim Coughlan has 30 years of experience as an       
Senior Vice President   executive leader with demonstrated excellence in    
Sales and Business      providing leadership and direction in operations,   
Development             budget targets and development of new and existing  
                        business opportunities. Recently, Mr. Coughlan was  
                        Director of Sales and Marketing at Tervita Waste    
                        Processing where he spent nine years. Prior to      
                        joining Tervita, he was United States Western       
                        Regional Manager for Badger Daylighting. Past       
                        positions include Director for Leaser Operations for
                        EOTT Energy Ltd. and Western Canada Operations      
                        Manager for Husky Oil.  Mr. Coughlan holds a        
                        Bachelor of Commerce degree from the University of  
                        Alberta.                                            



The Corporation has agreed to issue 4.6 million stock options in aggregate
("Options") to the members of the New Management Team and a director with an
exercise price of $0.50 and an expiry date of five years from the date of grant.


The Private Placements 

As part of the non-brokered private placement offering, the New Management Team
and other key individuals will subscribe for up to 3.9 million units ("Units")
of the Corporation at a price of $0.38 per Unit. In addition, up to 3.9 million
common shares of the Corporation ("Common Shares") will be issued to certain
additional subscribers identified by the New Management Team at a price of $0.38
per Common Share. The aggregate gross proceeds from the offering of the Units
together with the Common Shares (collectively, the "Non-Brokered Private
Placement") is expected to be $3.0 million. Each Unit is comprised of one (1)
Common Share and one (1) share purchase warrant ("Warrant") of the Corporation.
Each Warrant entitles the holder thereof to acquire one additional Common Share
of the Corporation at a price of $0.50 for a period of five (5) years from
closing of the Non-Brokered Private Placement. 


The Debentures will have a face value of $1,000 per Debenture, a maturity date
of January 31, 2017 (the "Maturity Date"), and will be 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 principle 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 closing date. The Debentures will not
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. 


The net proceeds from the Private Placements will be used for working capital,
to fund the optimization and maximization of fluid handling capacity at each of
the Corporation's facilities, repayment of the promissory note owing to Astra
and for general corporate purposes.


Mezzanine Credit Facility 

As last updated in the Corporation's press release on August 30, 2012, the New
Management Team will continue to have discussions with potential mezzanine
lenders and anticipates that it will be successful in securing a mezzanine
credit facility (a "Mezzanine Credit Facility") the proceeds of which will be
used to finance the Corporation's ongoing capital expenditure program. It is
anticipated that the Mezzanine Credit Facility will be on terms consistent with
industry standards and having first security against the existing assets of the
Corporation. 


Exchange Approvals 

Completion of the appointment of the New Management Team and the Private
Placements are subject to a number of conditions and approvals including, but
not limited to, the approval of the TSX Venture.


Management and Director Resignations 

Fred LaHaie, the current President and Chief Executive Officer of the
Corporation has announced his retirement effective December 31, 2012. The Board
of Directors wishes to thank Fred for his contribution to the Corporation and
wishes him well in retirement.


Additionally, Bruce N. Moisey has tendered his resignation as a director of the
Corporation effective immediately. The Board of Directors wishes to thank Bruce
for his contribution to the Corporation and wishes him well in his new
endeavours.


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. 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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Cancen Oil Canada Inc.
Jeffrey Love
Chief Financial Officer & Corporate Secretary
(403) 592-9920


Cancen Oil Canada Inc.
Brian Petersen
Director
(403) 613-3928
info@cancenoil.com
www.cancenoil.com


Buchalter Consulting
Stan Buchalter
Investor Relations
(1 866) 631-6537 or (1 905) 631-6537
stan.buchalter@buchalterconsulting.ca

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1 Year Ceiba Energy Services, Inc. Chart

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