Phoenix Oilfield Hauling Inc.
TSX VENTURE : PHN

Phoenix Oilfield Hauling Inc.

October 28, 2011 09:15 ET

Phoenix Oilfield Hauling Inc. Announces Proposed Share Consolidation at Upcoming Annual and Special Meeting

CALGARY, ALBERTA--(Marketwire - Oct. 28, 2011) -

THIS NEWS RELEASE IS NOT TO BE DISTRIBUTED TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Phoenix Oilfield Hauling Inc. ("Phoenix" or the "Company") (TSX VENTURE:PHN) announces that a special resolution proposing a consolidation of the issued and outstanding common shares of the Company (the "Common Shares") will be tabled before the shareholders at the annual and special meeting of shareholders to be held on Wednesday, November 23, 2011 at 9:00 a.m. (Calgary time) at the offices of Werklund Capital Corp., located at Suite 4500, 400 – 3rd Avenue S.W., Calgary, Alberta (the "Meeting"). Shareholders of record as of the close of business on October 21, 2011 will be entitled to vote on the resolutions put forth at this Meeting.

Share Consolidation

At the Meeting, shareholders will be asked to provide the board of directors of the Company (the "Board") with the authority to amend the articles of the Company (the "Articles") to provide for a consolidation of the Common Shares, on the proposed basis of one (1) post-consolidation Common Share for every thirty (30) pre-consolidation Common Shares then issued and outstanding, or such lesser number of pre-consolidation Common Shares as may be determined by the Board or accepted by the TSX Venture Exchange (the "Consolidation"). Notwithstanding the receipt of shareholder approval and the approval of the TSX Venture Exchange, the Board may determine not to proceed with the Consolidation, or to proceed with the Consolidation on a lesser ratio than that described above.

The number of issued and outstanding Common Shares after completion of the Consolidation on the exchange ratio described above will be reduced from 172,851,317 Common Shares to approximately 5,761,710 Common Shares. Furthermore, each stock option, warrant, right or other security of the Company convertible into pre-consolidation Common Shares (the "Convertible Securities") that has not been exercised or cancelled prior to the effective date of the implementation of the Consolidation will be adjusted pursuant to the terms thereof on the same exchange ratio and each holder of pre-consolidation Convertible Securities will become entitled to receive post-consolidation Common Shares pursuant to such adjusted terms.

No fractional shares will be issued as a result of the Consolidation. Any fractional post-consolidation Common Shares to which a holder of such shares would otherwise be entitled shall be aggregated to form whole Common Shares with any remaining fractional post-consolidation Common Shares rounded up to the nearest whole number of a Common Share.

The Board and management believe that the anticipated higher share value resulting from the Consolidation may benefit the Corporation on a go forward basis by generating greater investor interest and attracting equity financing and by potentially increasing liquidity for Shareholders.

A further news release will be issued in the event the Consolidation receives the approval of the shareholders.

Further details regarding the Consolidation are described in the Company's proxy materials which will be available on www.sedar.com in early November 2011.

About Phoenix Oilfield Hauling Inc.

Phoenix is a public energy services transportation company operating in Western Canada, Texas and Pennsylvania.

Reader Advisory

This news release contains certain forward-looking statements, which include assumptions with respect to (i) the completion of the Consolidation; (ii) the exchange ratio for the Consolidation; (iii) the effect of the Consolidation on the volume and trading price of the Common Shares; (iv) future capital expenditures; and (v) cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect.

All such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with loss of markets, volatility of commodity prices, fluctuations in foreign exchange or interest rates, environmental risks, competition from other companies, ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, the lack of availability of qualified personnel or management, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All forward-looking statements contained in this news release are expressly qualified in their entirety by these cautionary statements.

The forward-looking statements contained in this news release are made as at the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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