Cdn Oilfield Technologies & Solutions Corp.
TSX VENTURE : OTS

Cdn Oilfield Technologies & Solutions Corp.

December 21, 2011 16:05 ET

Cdn Oilfield Technologies & Solutions Corp.: News Release

CALGARY, ALBERTA--(Marketwire - Dec. 21, 2011) -

Private Placement - $555,000

Loan Satisfaction - $250,000

Cdn Oilfield Technologies & Solutions Corp. (the "Corporation") (TSX VENTURE:OTS) is pleased to announce that it has completed the final closing of its previously announced private placement of convertible debentures (the "Debentures") for gross aggregate proceeds of $102,000. The Corporation secured gross proceeds of $555,000 from the issuance of Debentures under two closings. In connection with the second closing of the private placement, the Corporation paid a cash commission of 7% to an arm's length party.

The Debentures mature on November 16, 2012 and provide for interest at a rate of 12% per annum payable on a quarterly basis. The outstanding indebtedness under the Debentures may, at the option of the holders, be converted into common shares at a conversion price of $0.15 per share. The Corporation shall be entitled to prepay the outstanding indebtedness under the Debentures at any time after May 16, 2012 without any penalty. The Debentures are secured against the assets of the Corporation, but are otherwise subordinated to any financing obtained by the Corporation in the future from a conventional lender, such as a chartered bank.

The Debentures and the common shares issuable thereunder are subject to a 4 month hold period under applicable securities laws.

The Corporation also announces that it has repaid a loan in the principal amount of $250,000 to a secured creditor. The loan matured on December 31, 2011, but the Corporation repaid the loan prior to the maturity date without any penalty.

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 of the United States or any other jurisdiction outside of Canada in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933 and applicable state 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.

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