Kelman Technologies Inc. convertible secured debenture financing

CALGARY , Nov. 23 /CNW/ - Kelman Technologies Inc. ("Kelman") announced today that it has reached an agreement with Epstein Enterprises Inc. ("EEI"), a corporation controlled by Seymour Epstein , Chairman of the Board of Directors and major shareholder of Kelman, to issue EEI a CDN$650,000 principal amount convertible debenture.

Kelman will issue to EEI a CDN$650,000 principal amount convertible debenture, which will bear interest at the Prime Rate of the Royal Bank of Canada in effect from time to time plus ten (10%) percent due in four years that will be used for general working capital purposes (the "Financing"). All or any portion of the original principal amount of the debenture will be convertible, at the option of EEI, into common shares in the capital of Kelman at a conversion price of $2.00 per common share, at any time, on or prior to maturity. Kelman may elect to pay up to 5% of the interest on the debenture in kind by adding such annual interest to the principal amount of the debenture.

This Financing is a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101"). Kelman is relying on the exemptions for the valuation and minority shareholder approval requirements set forth in sections 5.5(b) and 5.7(b) of MI 61-101.

The Financing is subject to the final acceptance of the TSX Venture Exchange.

Kelman Technologies Inc. is a publicly traded Canadian company listed on the TSX Venture Exchange under the trading symbol "KTI". With offices in Calgary and Toronto , Canada , Denver , Houston , and Oklahoma City , United States , and Tripoli , Libya , KTI services oil and gas exploration companies with a full suite of seismic processing and on-line data management and data archival services.

    
    Neither 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.
    

For further information: please visit our web site at http://www.kelman.com or contact Mr. Rene VandenBrand, President and CEO at [phone], or by email to [email protected]