Cdn Oilfield Technologies & Solutions Corp.

Cdn Oilfield Technologies & Solutions Corp.

November 08, 2011 17:36 ET

Cdn Oilfield Technologies & Solutions Corp.: Private Placement- $1,000,000

CALGARY, ALBERTA--(Marketwire - Nov. 8, 2011) - Cdn Oilfield Technologies & Solutions Corp. (the "Corporation") (TSX VENTURE:OTS) is pleased to announce that it intends to raise up to $1,000,000 from a private placement of convertible debentures ("Debentures"). The Debentures will be for a term of 1 year, will bear interest at a rate of 12% per annum payable on a quarterly basis and 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, without any penalty, at any time after 6 months from the date of issuance of the Debentures. The Debentures will be secured against the assets of the Corporation, but will otherwise be subordinated to an existing senior lender that has provided a loan to the Corporation in the principal amount of $250,000, and will also be subordinated to any financing obtained by the Corporation at any time after the date of issuance of the Debentures from a conventional lender, such as a chartered bank.

In connection with the private placement of Debentures, the Corporation will pay qualified agents a cash commission of 7%. The net proceeds from the private placement of Debentures will be used for general working capital purposes.

The Debentures and the common shares issuable thereunder will be subject to a 4 month hold period under applicable securities laws. The issuance of Debentures is subject to approval of the TSX Venture Exchange.

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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