Kelman Completes Offer to Exchange Expiring Preferred Shares

Kelman Technologies has completed its offer to holders of the Kelman Series A Convertible Preferred Shares which expire November, 5, 2004 to exchange the Expiring Shares for a new class of Series B Convertible Preferred Shares with a five year term ("New Shares"). Pursuant to this offer the holders of 92% of the Expiring Shares have elected to exchange their shares for New Shares.

Under the rules of the TSX insiders who elect to exchange their shares are restricted to a maximum of 7,264,315 New Shares. Accordingly, after the exchange Seyco Operations Ltd will hold 6,943,241 New Shares, other insiders will hold 321,074 and non-insiders will hold 302,199. The Expiring Shares which were not exchanged or which could not be exchanged because of the restriction will be redeemed for cash on November 5, 2004 if the holders have not otherwise exercised their right of conversion before that date. KTI will use its cash and bank lines to fund any redemptions on November 5, 2004.