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| PRESS RELEASE |
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WAVEFRONT TECHNOLOGY SOLUTIONS INC. |
For Immediate Release: |
Approval Of Shareholder Rights Plan Cautionary
Disclaimer – Forward Looking Statements THE TSX VENTURE EXCHANGE NEITHER
APPROVES NOR DISAPPROVES THE CONTENTS OF THIS RELEASE WHICH WAS PREPARED
SOLELY AT THE DISCRETION OF MANAGEMENT
EDMONTON, Alta January 14, 2010/ Wavefront Technology Solutions Inc.
(“Wavefront”), a world leader in providing innovative solutions for
increasing oil field production and enhancing the treatment of contaminated
groundwater, is pleased to announce that its board of directors have
approved a shareholders rights plan agreement (the “Rights Plan”) dated
January 13, 2010. The Rights Plan is designed to ensure that all of
Wavefront’s shareholders are treated fairly in the event that a take-over
bid is made for the common shares of Wavefront and that sufficient time and
rights are available for Wavefront’s board of directors and all shareholders
to fully evaluate any offer and pursue options to maximize shareholder
value. The rights issued to shareholders under the Rights Plan will entitle
the holders thereof to acquire common shares of Wavefront at a 50% discount
to market upon a person or group acquiring 20% or more of the common shares
of Wavefront. However, the rights are not exercisable in the even of a
“Permitted Bid.” A Permitted Bid is a take-over bid made by way of circular
to all shareholders, which remains open for at least 60 days and otherwise
complies with the customary Permitted Bid requirements. These requirements
are designed to ensure that Wavefront is in a position to effectively pursue
options to any take-over bid for the common shares of Wavefront.
The rights will not be exercisable and will not trade separate and apart
from the common shares at any time prior to a person or group acquiring, or
announcing an intention to acquire (in a manner that does not constitute a
Permitted Bid), 20% or more of the common shares of Wavefront.
The Rights Plan is effective immediately and has been conditionally approved
by the TSX Venture Exchange, but is subject to confirmation by shareholders
which is expected to occur at the next annual general and special meeting of
shareholders to be held on February 16, 2010. The Rights Plan has not been
adopted in response to, or in anticipation of, any specific effort to
acquire control of Wavefront.
For further information please contact:
D.
Brad Paterson, CFO
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
Certain statements contained herein regarding Wavefront and its operations
constitute “forward-looking statements” within the meaning of Canadian
securities laws and the United States Private Securities Litigation Reform
Act of 1995. All statements that are not historical facts, including without
limitation statements regarding future estimates, plans, objectives,
assumptions or expectations or future performance, are “forward-looking
statements”. In some cases, forward-looking statements can be identified by
terminology such as ‘‘may’’, ‘‘will’’, ‘‘should’’, ‘‘expect’’, ‘‘plan’’,
‘‘anticipate’’, ‘‘believe’’, ‘‘estimate’’, ‘‘predict’’, ‘‘potential’’,
‘‘continue’’ or the negative of these terms or other comparable terminology.
We caution that such “forward-looking statements” involve known and unknown
risks and uncertainties that could cause actual results and future events to
differ materially from those anticipated in such statements. Such factors
include fluctuations in the acceptance rates of Wavefront’s Powerwave and
Primawave Processes, demand for products and services, fluctuations in the
market for oil and gas related products and services, the ability of
Wavefront to attract and maintain key personnel, technology changes, global
political and economic conditions, and other factors that were described in
further detail in Wavefront’s continuous disclosure filings, available on
SEDAR at www.sedar.com. Wavefront expressly disclaims any obligation to
up-date any “forward-looking statements”, other than as required by law.