Canadian Oilfield Solutions Corp.
TSX VENTURE : OTS

Canadian Oilfield Solutions Corp.

December 09, 2013 18:43 ET

Canadian Oilfield Solutions Corp.: Brokered Private Placement of $5 Million Units

CALGARY, ALBERTA--(Marketwired - Dec. 9, 2013) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Canadian Oilfield Solutions Corp. (the "Corporation") (TSX VENTURE:OTS) is pleased to announce that the Corporation has engaged Wolverton Securities Ltd. ("Wolverton") on a commercially reasonable efforts basis, subject to acceptance by the TSX Venture Exchange, to raise up to $5,000,000 from a brokered private placement of units (the "Offering"). Under the Offering, the Corporation will issue up to 5,000 units ("Units") at a price of $1,000 per Unit. Each Unit will consist of (i) $1,000 principle amount of non-convertible secured non-transferable subordinated debentures ("Debentures") and (ii) 250 non-transferable share purchase warrants ("Warrants"). The Debentures will be for a term of one year 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 ("Closing") at an exercise price of $0.30 per share.

Wolverton may accept subscriptions for additional Units up to a maximum of 15% of the Offering.

The Corporation has agreed with Wolverton to pay Wolverton the following agency fees: a marketing commission equal to 4% of the gross proceeds of the Offering at Closing; 125,000 common shares of the Corporation at Closing; a corporate finance fee; and reimburse Wolverton for its reasonable expenses incurred in conjunction with the Offering, including the fees and disbursements of its legal counsel.

Net proceeds from the Offering will be used substantially 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

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

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