Phoenix Announces $8 Million Bought Deal Financing

CALGARY, ALBERTA--(Marketwire - May 11, 2012) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Phoenix Oilfield Hauling Inc. ("Phoenix" or the "Company") (TSX VENTURE:PHN), is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by AltaCorp Capital Inc. and Clarus Securities Inc. and including GMP Securities L.P. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 2,860,000 common shares in the capital of the Company (the "Common Shares") at a purchase price of $2.80 per Common Share, for aggregate gross proceeds of approximately $8.0 million (the "Offering"). The underwriters will also have an option (the "Over-Allotment Option"), exercisable for a period of 30 days following the closing date, to purchase up to an additional 429,000 Common Shares on the same terms and conditions for purposes of covering the Underwriters' over-allotment position. If the Over-Allotment Option is fully exercised, gross proceeds from the Offering will be approximately $9.2 million.

The Company intends to use the net proceeds of the Offering for future acquisitions, to fund its capital program and for general corporate purposes. Pursuant to the Offering, the Common Shares will be offered in British Columbia, Ontario, Manitoba and Alberta by way of a short form prospectus and in the U.S. on a private placement basis pursuant to exemptions from registration requirements. Closing of the Offering is expected to occur on or about June 1, 2012 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and, may not be offered, sold or delivered, directly or indirectly, in the United States or to or for the account or benefit of any U.S. person unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The information in this news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of any prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

About Phoenix Oilfield Hauling Inc.

Phoenix provides specialized transportation services required for the drilling, exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas and Pennsylvania. Transportation services include both the equipment necessary to move the load as well as a trained, professional driver capable of securing, moving and manipulating the load at its origin and destination. Phoenix's rental operations include the rental of tanks, mats, pickers, light towers and other equipment necessary for oilfield operations.

Phoenix was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006 the Company went public on the TSX Venture Exchange. Phoenix has major operations in Calgary, AB, Slave Lake, AB, Nisku, AB, Grand Prairie, AB, Melita, MB, Mineral Wells, TX, Pleasanton, TX and New Columbia, PA. Phoenix is publicly traded on the TSX Venture Exchange under the symbol PHN. For more information on Phoenix please visit www.phoenixhauling.com.

This press release contains certain statements or disclosures relating to the Company that are based on the expectations of the Company as well as assumptions made by and information currently available to the Company which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. Specifically, this press release contains forward-looking information relating to the closing of the Offering, the use of the net proceeds therefrom, and the possibility of completing future acquisitions. The forward-looking information contained in this press release speaks only as of the date of this press release and is expressly qualified by this cautionary statement. This forward-looking information is based on certain key assumptions regarding, among other things, the timing of closing of the Offering, the satisfaction of closing conditions, including receipt of regulatory approval, and the availability of future acquisitions on terms acceptable to Phoenix or at all. Furthermore, this forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking information. Such factors include, but are not limited to general economic conditions in Canada and the United States, industry conditions, changes in laws and regulations and changes in how they are interpreted and enforced, increased competition, volatility of commodity prices, and the inability to satisfy the closing conditions, including receipt of regulatory approval. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking information. Phoenix's actual results, performance or achievement could differ materially from those expressed in, or implied by, this forward-looking information. Phoenix disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.