Canadian Oilfield Solutions Corp.

TSX VENTURE : OTS


Canadian Oilfield Solutions Corp.

December 23, 2013 08:00 ET

Canadian Oilfield Solutions Corp.: Amendment to Terms of Debenture Offering and Closing of First Tranche

CALGARY, ALBERTA--(Marketwired - Dec. 23, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA.

Canadian Oilfield Solutions Corp. (the "Corporation") (TSX VENTURE:OTS) announces that it has amended the terms of its previously announced offering of up to 5,000 units ("Units") at a price of $1,000 per Unit (the "Offering"). Under the new terms of the Offering, each subscriber will receive (i) $1,000 principal amount of non-convertible secured non-transferable subordinated debentures ("Debentures") and (ii) 500 non-transferable share purchase warrants ("Warrants"). The Debentures mature on December 31, 2014 and will bear interest at 10% per annum payable quarterly in arrears, and the Corporation may redeem the Debentures prior to their maturity date without penalty. Each Warrant will entitle the purchaser to acquire one common share of the Corporation for a period of 24 months from the date of closing of the Offering at an exercise price of $0.30 per share.

The Corporation also announces that it has completed the initial closing of the Offering. At the first closing, the Corporation issued 1,800 Units, for gross proceeds of $1,800,000, which, after deducting agency commissions, corporate finance fees and legal and other offering expenses, will result in net proceeds to the Corporation of approximately $1,550,000.

The Offering is being led, on a commercially reasonable efforts basis, by Wolverton Securities Ltd. ("Wolverton"). The Corporation has agreed to pay Wolverton the following agency fees: a marketing commission equal to 4% of the gross proceeds of each closing of the Offering; 125,000 common shares of the Corporation issued on the first closing; and a corporate finance fee paid on the first closing. The Corporation has also agreed to reimburse Wolverton for its reasonable expenses incurred in conjunction with the Offering, including the fees and disbursements of its legal counsel.

The Corporation anticipates a second closing of the Offering will occur in mid to late January 2014. In addition, Wolverton may accept subscriptions for additional Units up to a maximum of 15% of the Offering.

Net proceeds from the Offering will primarily be used to repay debt and for working capital for the Corporation's Mexican operations.

Headquartered in Calgary, Alberta, Canadian Oilfield Solutions Corp. provides an array of specialized products and services that are used in the production of oil and gas reserves.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy the securities in any jurisdiction. The Units may be offered or sold in other eligible foreign jurisdictions and to U.S. buyers on a private placement basis pursuant to an applicable exemption from registration requirements in Rule 144-A or Regulation D of the United States Securities Act of 1933, as amended.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the terms of the Offering and the expected use of proceeds therefrom. The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by the Corporation, including, without limitation, expectations and assumptions concerning the success of future operating activities. Although the Corporation believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Corporation can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary regulatory approvals or satisfy the conditions to closing of the Offering, risks associated with the oil and gas industry in general, uncertainty as to the availability of labour and services, commodity price and exchange rate fluctuations, unexpected adverse weather conditions and changes to existing laws and regulations. Forward-looking statements are based on estimates and opinions of management of the Corporation at the time the information is presented. The Corporation may, as considered necessary in the circumstances, update or revise such forward-looking statements, whether as a result of new information, future events or otherwise, but the Corporation undertakes no obligation to update or revise any forward-looking statements, except as required by applicable securities laws.

Neither the 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

  • Ken Berg
    President and Chief Executive Officer
    Canadian Oilfield Solutions Corp.
    (403) 543-0060
    (403) 543-0069 (FAX)
    kberg@cotsoilfield.com

    Scott Hamilton
    Chief Financial Officer
    Canadian Oilfield Solutions Corp.
    (403) 543-0060
    (403) 543-0069 (FAX)
    shamilton@cotsoilfield.com