FOR IMMEDIATE RELEASE: January 8, 2007
Wavefront Enters into Non-binding Letter of Intent to Acquire ICI SOLUTIONS INC.
EDMONTON, Alta January 08,
2007/ Wavefront Energy and Environmental Services Inc., a provider
and licensor of its proprietary fluid flow process for improved oil
recovery (Powerwave™)
and groundwater remediation (Primawave™)
is pleased to announce that it has entered into a Letter of Intent
to acquire a 100% undivided interest (the “Acquisition”) in ICI
Solutions Inc. (“ICI”), an arms length privately held Alberta
company (http://www.icisolutions.ca).
In operation since 2002, ICI creates novel, patentable technologies
that provide unique solutions to long-standing industry problems in
artificial lift, resulting in increased production efficiency and
cost savings to oil and gas producers. ICI offers a wide range of
artificial lift technologies utilized in several markets including
conventional oil, heavy oil, oil sands, coal bed methane and natural
gas. ICI reports, unaudited, consolidated revenue of $3,800,736 and
net income (before depreciation and taxes) of $1,227,777 for the six
months ending October 31, 2006.
Total consideration for the Acquisition will not exceed Sixteen
Million Canadian Dollars (Cdn $16,000,000) (the "Purchase Price").
Of the total Purchase Price, the Corporation will issue common
shares in its capital, such value equal to fifty percent (50%) of
the Purchase Price (i.e., up to CDN$8,000,000), based on the closing
share price of Wavefront Energy's listed common shares on the TSX
Venture Exchange on the trading day prior to the execution date of
the Purchase Agreement(s). In addition, ICI’s principals have agreed
to have all shareholder advances, loans, debts, interest, etc. (in
aggregate approximates $358,330) to be restructured as unsecured and
non-interest bearing, to be repaid over three (3) years. The common
shares to be issued by Wavefront will be subject to the required
hold periods, escrow restrictions, earn-out profits or other
restriction that the TSX Venture Exchange may impose. The
Corporation will have 120 days to complete its due diligence and
enter into definitive Purchase Agreement(s). No finders' fee will be
paid in connection with this transaction.
“As a technology company focused on improved oil recovery the
strategic purchase of ICI and its suite of intellectual property is
another step in positioning the Company as a premier supplier of
proven technologies to rescue the greater than sixty percent of oil
trapped in reservoirs” stated Wavefront President and CEO, Brett
Davidson.
Mr. Davidson further commented, “With its impressive skill set ICI
management has demonstrated consistent growth of the business since
its inception and the Company looks forward to integrating these key
individuals into its team. Given ICI’s positive track record coupled
with its continued penetration rate of its service offering in the
oil and gas sector the Company anticipates further growth as it
expands sales markets and pursues licensing opportunities to gain
royalty revenue.”
ICI Chief Operating Officer Nick Donohoe stated, “ICI has worked
diligently over the past few years to prove the technical merits of
its core technologies. Although we have enjoyed considerable growth
over this time period, we feel that we are just scratching the
surface of the potential market. Partnering with a larger company
will allow us to further our market share in the domestic market and
to better pursue the international marketplace. ICI parallels
Wavefront’s focus on technology and we are excited to join their
team to advance a larger suite of innovative production
technologies.”
Completion of the Acquisition is subject to a number of conditions,
including but not limited to, Exchange acceptance, further due
diligence by Wavefront, a definitive Purchase Agreement(s) and
Wavefront board approval. There can be no assurances that the
transaction will be completed as proposed or at all.
About Wavefront Energy and Environmental
Services Inc.
Wavefront
develops, markets, and licenses proprietary technologies in the
energy and environmental sectors. The Company’s patented fluid flow
Powerwave™ and Primawave™ process is a proven and verified
optimization technique. Within the energy sector the Company’s
strategy is to license the technology to service providers, provide
site licenses to oil producers, and to acquire or earn working
interests in mature oilfields. In the environmental sector, the
technology is licensed to service providers who implement the
technology to reduce long-term liabilities associated with
contaminated sites.
Contact:
Brad Paterson, CFO and Director
780-486-2222 ext. 224 Tel
investor.info@onthewavefront.com
On behalf of the Board Of Directors,
Wavefront Energy & Environmental Services Inc.
“D. Brad Paterson” (signed)
D. Brad Paterson, CFO and
Director
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