CI

Phoenix Oilfield Hauling Inc. ("Phoenix" or the "Company") (TSX VENTURE:PHN) is
pleased to announce the closing of its Capital Restructuring (defined below) and
the first closing of its Private Placement (defined below), as previously
announced in its press release dated December 7, 2009.


Capital Restructuring

Werklund Capital Corp., an entity owned by Mr. David Werklund, Chairman of
Phoenix, ("Werklund Co.") and 1222472 Alberta Ltd. ("Leo Co"), an entity owned
by Mr. Leo Provencher, President and CEO of Phoenix, have each converted their
combined existing subordinated debt, including accrued interest, of
approximately $11,566,540 (the "Debt") into common shares of the Company (the
"Capital Restructuring") The Debt was converted at $0.15 per common share, a
87.5% premium to the closing price of the Phoenix common shares on December 7,
2009. As part of the Capital Restructuring, Werklund Co. was granted a second
seat on the Board of Directors and re-priced the exercise price of its 5,000,000
previously issued warrants of the Company from $0.35 to $0.15 per share.


Immediately upon completion of the Capital Restructuring and the first closing
of the Private Placement, Werklund Co. will own approximately 62.8 million
common shares or approximately 38% of the issued and outstanding common shares
of Phoenix, and Leo Co. will own approximately 30.2 million common shares or
approximately 18.5% of the issued and outstanding common shares of Phoenix.


The Board of Directors established an independent committee (the "Special
Committee") to consider the Capital Restructuring and provide a recommendation
to the overall board. CI Capital Markets Inc. ("CI") (formerly Blackmont Capital
Inc.) acted as financial advisor to the Special Committee with respect to the
Capital Restructuring. CI has provided an opinion to the Special Committee
confirming that the Capital Restructuring is fair, from a financial point of
view, to the shareholders of Phoenix. Based upon the recommendation of the
Special Committee, the Board of Directors unanimously determined that the
proposed Capital Restructuring was in the best interests of the Company and its
shareholders. 


Private Placement

In connection with the Capital Restructuring, the Company is pleased to announce
the first closing of its previously announced private placement (the "Private
Placement") of subscription receipts of the Company (the "Subscription
Receipts"). A total of 25,250,000 Subscription Receipts were sold at a price of
$0.08 per Subscription Receipt for aggregate gross proceeds of $2,020,000. 


Each Subscription Receipt entitles the holder thereof to receive one common
share on the deemed exercise of the Subscription Receipt. The Subscription
Receipts as well as the common shares issuable upon exercise thereof will be
subject to a four month hold period under applicable Canadian securities laws.
Phoenix anticipates the final closing of the Private Placement will occur no
later than February 5, 2010, and will now consist of common shares of the
Company at a price of $0.08 per share.


The proceeds from the Private Placement will be used for general corporate
purposes. 


ABOUT PHOENIX OILFIELD HAULING INC.

Phoenix is a public energy services corporation operating in Western Canada and
United States and which trades on the TSXV under the symbol "PHN".


Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the completion
of the Capital Restructuring in order to take advantage of opportunities
available in the current environment, the Company's growth and business plans
and business opportunities. Forward-looking statements typically use words such
as "anticipate", "believe", "project", "expect", "plan", "intend" or similar
words suggesting future outcomes, statements that actions, events or conditions
"may", "would", "could" or "will" be taken or occur in the future. These
statements are based on certain factors and assumptions regarding the receipt of
necessary regulatory approvals, expected growth, results of operations,
performance, business prospects and opportunities. While we consider these
assumptions to be reasonable based on information currently available to us,
they may prove to be incorrect. By their nature, forward-looking statements
involve numerous risks and uncertainties and other factors that contribute to
the possibility that the predicted outcome will not occur, including, without
limitation, risks associated with a failure to obtain the necessary approvals to
complete the Capital Restructuring, the ongoing participation of the Company's
current lenders, the failure to replace the Company's existing credit facility,
capital spending in the oil and gas sector, loss of markets, volatility of
commodity prices, currency fluctuations, the demand for the Company's services,
environmental risks, competition, inability to retain personnel and customers,
incorrect assessment of the value of acquisitions, failure to realize the
anticipated benefits of acquisitions, delays resulting from or inability to
obtain required regulatory approvals and ability to access sufficient capital
from internal and external sources. Readers are cautioned that the foregoing
list of factors is not exhaustive. Although Phoenix believes that the
expectations represented in such forward-looking statements are reasonable,
there can be no assurance that such expectations will prove to be correct. As a
consequence, actual results may differ materially from those anticipated in the
forward-looking statements and you should not unduly rely on forward looking
statements. The forward-looking statements contained in this news release are
made as the date of this new release and the company does not undertake any
obligation to update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required by applicable securities laws.

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