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COI Ceiba Energy Services, Inc.

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

30/08/2012 9:09pm

Marketwired Canada


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 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.


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