HSE ANNOUNCES $2 MILLION CONVERTIBLE DEBENTURE FINANCING

Symbol: HSL
Stock Exchange: TSX

CALGARY, Nov. 15 /CNW/ - HSE Integrated Ltd. ("HSE" or the "Company") today announced its intention to issue up to $2.0 million principal amount of secured subordinated convertible debentures (the "Debentures") on a non-brokered private placement basis.

The proceeds received by the Company from the sale of the Debentures shall be used to acquire equipment for use in the delivery of industrial health and safety services in Canada and other markets, and for general corporate purposes. The general economic recovery, the upturn in conventional oil and gas activity and continued marketing success have increased demand for HSE's products and services, resulting in an immediate requirement for additional field service equipment. The proceeds of the private placement will assist the Company in meeting this increased customer demand.

The Debentures will bear interest from the date of issue at 10.0% per annum, payable quarterly in arrears on April 15, July 15, October 15 and January 15 of each year, commencing on April 15, 2011. The Debentures will have a three-year term maturing on January 15, 2014 (the "Maturity Date").

The Debentures will be convertible at the holder's option into common shares ("Common Shares") of the Company at a conversion price of $0.50 per Common Share (the "Conversion Price"), subject to adjustment in certain events and other restrictions related to a change of control of the Company.  The Conversion Price represents a 25% premium to the 20 day volume weighted average trading price of the Common Shares for the period ending November 12, 2010.  The Debentures will not be listed on the Toronto Stock Exchange.

Except in certain circumstances related to a change of control of the Company, the Debentures will not be redeemable before January 15, 2012. On and after January 15, 2012 and prior to January 15, 2013, provided that the 20 day volume weighted average trading price on the TSX is 33% higher than the Conversion Price, the Debentures may be redeemed at the option of the Issuer at a redemption price equal to their principal amount plus accrued and unpaid interest. On and after January 15, 2013 and prior to the Maturity Date, the debentures may be redeemed at the option of the Issuer at a redemption price equal to 105% of their principal amount plus accrued and unpaid interest.  In the event of a Change of Control, the debentures will be redeemable at the Issuer's option at a price equal to 125% of the principal amount plus accrued and unpaid interest for the first two years; thereafter, this amount will decline by 1.5% per month.

It is anticipated that insiders of HSE will subscribe for approximately 1/3 of the offering, however, the Common Shares underlying the Debentures subscribed for by insiders will not represent greater than 10% of the Issuer's issued and outstanding Common Shares prior to the closing.

The closing of the financing is anticipated to occur on or about November 30 2010, and is conditional on the approval of the Toronto Stock Exchange and other customary closing conditions, including the negotiation with the subscribers of definitive subscription agreements.

HSE is an integrated, national supplier of industrial Health, Safety and Environmental services. From its head office in Calgary, Alberta, its serves its clients from field service locations in Alberta, British Columbia, Saskatchewan, Ontario, Nova Scotia, New Brunswick, Newfoundland-Labrador, Michigan and Texas. HSE trades on the TSX under the symbol "HSL".

Forward-looking Statements

This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: (i) the successful completion of the financing; (ii) HSE's ability to obtain all necessary approvals from applicable securities regulatory authorities, including the Toronto Stock Exchange; and (iii) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.

HSE cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

For further information:

HSE Integrated Ltd.
David Yager, Chairman  & CEO 
Telephone: [phone]
E-Mail: [email protected]

Lori McLeod Hill, Chief Financial Officer
Telephone: [phone]
E-Mail: [email protected]