Kelman Technologies Inc. convertible secured debenture financing

CALGARY , Nov. 30 /CNW/ - Kelman Technologies Inc. ("Kelman") announced today that it has closed its $650,000 convertible debenture financing (the "Financing") with Epstein Enterprises Inc. ("EEI"), a corporation controlled by Seymour Epstein , Chairman of the Board of Directors and major shareholder of KTI.

Pursuant to the Financing, Kelman has issued to EEI a CDN$650,000 principal amount convertible debenture, which bears 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, in exchange for a cash payment from EEI of CDN$650,000 that will be used for general working capital purposes. All or any portion of the original principal amount of the debenture is 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. Any such capitalized interest shall be payable in cash at the earlier of maturity of the debenture or the date all of the original principal amount of the debenture is converted into common shares.

Currently, Seymour Epstein and entities controlled by him own 37.51% of the issued and outstanding common shares of the Company. Prior to the Financing and assuming exercise of all securities convertible into common shares, Mr. Epstein and entities controlled by him would beneficially own 75.58% of the common shares. Upon conversion of the debenture, Mr. Epstein and entities beneficially owned by him would own 79.88% of the common shares on a fully diluted basis.

The Financing is a related party transaction under Multilateral 61-101 - Protection of Minority Security Holder in Special Transaction ("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.

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]