Phoenix Oilfield Hauling Inc.
TSX VENTURE : PHN

Phoenix Oilfield Hauling Inc.

October 08, 2009 17:57 ET

Phoenix Oilfield Hauling Announces New Appointment and Provides Updates on Capital Restructuring and Private Placement

CALGARY, ALBERTA--(Marketwire - Oct. 8, 2009) - Phoenix Oilfield Hauling Inc. ("Phoenix" or the "Company") (TSX VENTURE:PHN) is pleased to announce the appointment of Christopher W. Challis to Phoenix's team and to provide an update on the capital restructuring and private placement previously announced on September 30, 2009.

New Appointment

Concurrent with the Capital Restructuring and Private Placement (described below), the Company has been actively seeking out additional talent to complement its senior management team. Phoenix is pleased to announce that Christopher W. Challis (B.Mgt) has agreed to join the Company effective immediately.

Mr. Challis has over ten years of senior management experience in the oil and gas transportation services industry, of which the last six years were spent in the United States. Mr. Challis' time spent in the US was focused on the management and growth of a rig moving company, building it to become the 5th largest rig mover in the US before his departure in 2008. Mr. Challis has extensive experience in the Arkansas (Fayetteville Shale), California (Geysers/Geothermal), North Dakota (Bakken), and Pennsylvania (Marcellus Shale) plays, among others.

Phoenix will utilize Mr. Challis' extensive oil and gas transportation services experience and market knowledge to help further the Company's expansion into the United States and other new markets in response to major oil and gas upstream customers need for safe and professional services to support their drilling infrastructure. Having Mr. Challis on Phoenix' team will help the Company capitalize on these and other opportunities more efficiently and expeditiously.

Leo Provencher, the President and Chief Executive Officer of Phoenix stated: "We are very pleased to be able to add a person of Chris' calibre to our team. He has a proven track record of success and his experience and expertise will prove invaluable as Phoenix continues to expand its operations into the United States and other markets."

Capital Restructuring

As previously announced, both Werklund Capital Corp., an entity owned by David Werklund, Chairman of Phoenix, and 1222472 Alberta Ltd., an entity owned by Leo Provencher, President and CEO of Phoenix, have agreed to convert all of their existing subordinated debt, including accrued interest, of approximately $11,000,000 in the aggregate into common shares of the Company ("Common Shares") at a price of $0.20 per Common Share for an aggregate of approximately 55 million Common Shares (the "Capital Restructuring"), which is a 166% premium to the closing price of the Common Shares on September 29, 2009 of $0.075. Prior to the completion of the Capital Restructuring and the Private Placement (described below) David Werklund is the holder, directly or indirectly, of approximately 3 million Common Shares (equal to approximately 4% of the current issued and outstanding Common Shares). Leo Provencher is the holder, directly or indirectly, of 12.5 million Common Shares (equal to approximately 19% of the current issued and outstanding Common Shares).

Following completion of the Capital Restructuring and the minimum Private Placement (described below), David Werklund will own, directly or indirectly, approximately 45 million Common Shares or approximately 32% of the issued and outstanding Common Shares and Leo Provencher will own, directly or indirectly, approximately 26 million Common Shares or approximately 18% of the issued and outstanding Common Shares.

The Capital Restructuring is subject to the approval of the TSX Venture Exchange Inc. (the "TSXV") and the receipt of all other necessary regulatory approvals. The completion of the Capital Restructuring and the minimum Private Placement will result in Werklund Co. holding more than 20% of the issued and outstanding Common Shares of Phoenix resulting in Werklund Co. becoming a "control person" (as that term is defined in the policies of the TSXV) of Phoenix. As such, the policies of the TSXV requires that the Capital Restructuring must be approved by the disinterested shareholders of Phoenix. Phoenix intends to obtain written consent of the disinterested shareholders of Phoenix holding in the aggregate 50% of the issued and outstanding Common Shares in lieu of calling and holding a shareholder's meeting.

Private Placement

As previously announced, Phoenix is offering, on a non-brokered private placement basis, a minimum of 20,000,000 subscription receipts ("Subscription Receipts") and a maximum of 30,000,000 Subscription Receipts at $0.10 per Subscription Receipt for aggregate gross proceeds of a minimum of $2.0 million and a maximum of $3.0 million (the "Private Placement"). Each Subscription Receipt will entitle the holder thereof to receive one Common Share on the deemed exercise of the Subscription Receipt. The gross proceeds of the Private Placement will be held in escrow pending the completion of the Capital Restructuring. If the Capital Restructuring is completed on or before November 30, 2009, the proceeds will be released to Phoenix and each holder of a Subscription Receipt shall receive, within three (3) business days of the closing of the Capital Restructuring and for no additional consideration or action on the part of the holder thereof, one Common Share for each Subscription Receipt held. If the Capital Restructuring is not completed on or before November 30, 2009, the Subscription Receipts will be redeemed for the offering price, plus accrued interest, within three (3) business days of November 30, 2009. Closing of the Private Placement is expected to occur on or about October 30, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the TSXV. The net proceeds of the Private Placement will be used by the Company for general corporate purposes.

The Subscription Receipts as well as the Common Shares issuable upon exercise thereof will be subject to a four-month hold period under applicable Canadian securities laws.

ABOUT PHOENIX OILFIELD HAULING INC.

Phoenix is a public energy services corporation operating in Western Canada, which trades on the TSXV under the symbol "PHN".

Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the completion of the Capital Restructuring, the completion of the Private Placement, the Company's growth and business plans, and the Company's business opportunities. Forward-looking statements typically use words such as "anticipate", "believe", "project", "expect", "plan", "intend" or similar words suggesting future outcomes, and include statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future. These statements are based on certain factors and assumptions regarding the receipt of necessary regulatory approvals, expected growth, results of operations, performance, business prospects and opportunities. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. By their nature, forward-looking statements involve numerous risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, without limitation, risks associated with a failure to obtain the necessary approvals to complete the Capital Restructuring, the ongoing participation of the Company's current lenders, the failure to replace the Company's existing credit facility, a decrease in future capital spending in the oil and gas sector, the possibility of a loss of markets, the volatility of commodity prices and foreign exchange rates, a decrease in future demand for the Company's services, the possibility of known and unknown environmental liabilities, the possibility of increased competition, the inability to retain personnel and customers, an incorrect assessment of the value of acquisitions, a failure to realize the anticipated benefits of acquisitions, any delays resulting from or the inability to obtain required regulatory approvals and the inability to access sufficient capital from internal and external sources. Readers are cautioned that the foregoing list of factors is not exhaustive. Although Phoenix believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not unduly rely on forward-looking statements. The forward-looking statements contained in this news release are made as the date of this new release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

The securities offered have not been 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 an 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 State in which such offer, solicitation or sale would be unlawful.

Neither 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.

Contact Information

  • Phoenix Oilfield Hauling Inc.
    Leo Provencher
    President and Chief Executive Officer
    (780) 955-8840
    or
    Phoenix Oilfield Hauling Inc.
    Doug Eger
    Chief Financial Officer
    (780) 955-8840