Cdn Oilfield Technologies & Solutions Corp.

Cdn Oilfield Technologies & Solutions Corp.

April 23, 2012 16:42 ET

Cdn Oilfield Technologies & Solutions Corp.: Private Placement- $515,000

CALGARY, ALBERTA--(Marketwire - April 23, 2012) - Cdn Oilfield Technologies & Solutions Corp. (the "Corporation") (TSX VENTURE:OTS). The Corporation is pleased to announce that it has secured $515,000 under the second closing of its previously announced non-brokered private placement of debentures ("Debentures"). The Debentures will bear interest at a rate of 12% per annum payable on a semi-annual basis and will be for a term expiring on March 1, 2013. 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 are secured against the assets of the Corporation, but are otherwise subordinated to the outstanding 12% debentures of the Corporation in the principal amount of $500,000 maturing on November 16, 2012 and will also be subordinated to any future financing obtained by the Corporation from a conventional lender, such as a chartered bank. The net proceeds from the Debentures will be used for general working and expansion capital purposes.

In connection with the second closing of the private placement, the Corporation also issued 515,000 warrants, with each warrant entitling the holders of the Debentures to purchase one (1) common share of the Corporation at a purchase price of $0.15 for a period of twelve (12) months.

The Corporation paid aggregate commissions of $5,750 to an arm's length party in connection with the second closing of the private placement.

The Debentures and the common shares issuable under the warrants will be subject to a 4 month hold period in accordance with applicable securities laws.

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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