Phoenix Oilfield Hauling Inc.

Phoenix Oilfield Hauling Inc.

December 16, 2011 17:45 ET

Phoenix Oilfield Hauling Inc. Press Release

CALGARY, ALBERTA--(Marketwire - Dec. 16, 2011) - Werklund Capital Corporation ("WCC") in connection with a non-brokered private placement (the "Private Placement") by Phoenix Oilfield Hauling Inc. (the "Corporation") (TSX VENTURE:PHN), acquired control and ownership of 1,241,667 common shares of the Corporation ("Common Shares") and a secured convertible debenture in the principal amount of $4,720,000 (the "Debenture") convertible on or before December 13, 2014 into Common Shares on the basis of one Common Share for each $2.55 of principal amount of the Debenture held. As of the date hereof, WCC owns, controls or has direction over, directly or indirectly, an aggregate of 3,549,014 Common Shares representing 49.9% of the Corporation's issued and outstanding Common Shares. Details of the acquisitions are or will be available on SEDI, as required.

WCC is also the registered holder of 166,667 share purchase warrants ("Warrants"), evidencing rights issued by the Corporation to WCC to subscribe for 166,667 Common Shares at a price of $4.50 per Common Share on or before September 5, 2013. If the Debenture and Warrants held by WCC are exercised and converted into Common Shares effective December 16, 2011, WCC would own 5,566,661 Common Shares of the Corporation, representing approximately 61.0% of the Corporation's issued and outstanding Common Shares.

Pursuant to the terms of the Private Placement, the Common Shares were purchased by WCC at a price of $2.40 per Common Share and the Debenture was purchased for $4,720,000.

WCC acquired the Common Shares and the Debenture for investment purposes, and may depending on market and other conditions, increase or decrease its ownership, control or direction over the Common Shares and the Debenture. This news release is being issued pursuant to securities legislation in each province of Canada and will be filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") with the report required under National Instrument 62-103. The issuance of this news release is not an admission that WCC owns or controls the Common Shares or the Debenture described in this new release or is a joint actor with any other entity. WCC relied on the exemption under Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions for the purchase of the Common Shares and the Debenture.

Contact Information

  • Werklund Capital Corporation Head Office
    Suite 4500, 400 - 3rd Avenue SW
    Calgary, Alberta
    T2P 4H2