Kelman Technologies Inc. convertible secured debenture financing

    CALGARY, Sept. 4 /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 provide Kelman with additional
    Kelman will issue to EEI a CDN$500,000 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,
in exchange for a cash payment from EEI of CDN$500,000 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
$2.76 per common share (the weighted average trading price of the common
shares since the share consolidation on August 14, 2009), 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

    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, London, United Kingdom 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.

    To the extent this press release includes forecasts or forward looking
statements about future performance of the company such forecasts or
statements are believed to be reasonable by the company but are based upon
assumptions in respect of commodity pricing and oil and gas exploration
activity levels over the next couple of years. The risks associated with
future events are mitigated where possible by Kelman but are uncontrollable
and no guarantee of the accuracy of the forecasts or future financial
performance of the company is offered.

    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:

For further information: please visit our web site at or contact Mr. Rene VandenBrand, President and CEO at
(281) 293-0537, or by email to

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