Clearford Industries Inc. Terms of Conditional Offer to Acquire an Ontario Based Precast Concrete Manufacturer



    OTTAWA, Dec. 13 /CNW Telbec/ - Clearford Industries Inc. ("Clearford",
TSX-V: CLI) announced today that an Ontario based concrete manufacturer (the
"Vendor"), and Clearford have advanced their due diligence pertaining to a
conditional offer entered into between the parties on November 12, 2007 (the
"Agreement") whereby Clearford is to acquire all of the Vendor's issued and
outstanding shares or assets. The target date for completion of the
acquisition is January 31, 2008. The name of the Vendor has been omitted at
the request of the Vendor for competitive marketing and business reasons. The
Vendor wishes to preserve confidentiality of the transaction until a
definitive agreement has been entered into.
    Clearford will purchase all of the issued and outstanding shares or
assets of the Vendor, an Ontario corporation, for a total purchase price of
approximately $22 million (the "Purchase Price"), subject to the provisions of
the Agreement. The Purchase Price is to be paid by way of a $5 million secured
promissory note and the remainder in cash at the time of closing. For the year
ending December 31, 2007, the Vendor is projecting revenues in excess of
$16 million, net income before taxes in excess of $4 million and EBITDA in
excess of $4.5 million. If successful in the acquisition, it is anticipated
that Clearford's annual EBITDA will increase in excess of $4.5 million. For
Clearford, EBITDA represents earnings before interest, taxes, depreciation and
amortization and is used to analyze the profitability of the Brooklin Concrete
Division before certain non-operating and non-cash charges. EBITDA is a
non-GAAP financial measure which does not have a standardized meaning as
prescribed by GAAP.
    The purchase is conditional on Clearford obtaining the required financing
of the Purchase Price. It is anticipated that this financing may involve both
debt and equity elements and may result in a change of control. There are
currently 25,706,165 Clearford common shares issued and outstanding, with an
additional 31,250,000 shares issuable upon conversion of all outstanding
convertible securities of Clearford and an additional 3,590,808 shares
issuable upon vesting and exercise of outstanding stock options and warrants.
    The closing of the acquisition is subject to: (1) the satisfactory
results of a due diligence inspection by Clearford and the making of any
agreed upon adjustments to the Purchase Price reflecting the assets,
liabilities (both known and contingent), finances and business operations of
the Vendor; (2) the ability of Clearford to secure adequate financing to
acquire the shares or assets for the Purchase Price and adequately capitalize
the business to operate the Vendor's business; (3) consent of HSBC Bank Canada
and the holders of the secured convertible debentures of Clearford; and
(4) other customary conditions to closing as required in a transaction of this
type.
    The above-mentioned transaction is a material acquisition by Clearford
that could result in a change of control of Clearford and because of this may
be treated as a reverse take-over transaction (an "RTO") for the purposes of
applicable securities laws and the policies of the TSX Venture Exchange (the
"Exchange"). At this time Clearford does not anticipate that the transaction
will result in a change of control.
    The Vendor is an Ontario corporation with assets in one location in
Ontario. The Vendor is a manufacturer of concrete products and has customers
and distributors in Canada and the US. The addition of the Vendor's business
to Clearford's Concrete Division builds on Clearford's strategy of
consolidation of the wet cast segment of the pre-cast concrete market through
acquisition

    Certain information included in this press release is forward-looking and
may involve risks and uncertainties. The results or events predicted in these
statements may differ materially from actual results or events. Factors that
might cause a difference include, but are not limited to, competitive
developments, risks associated with Clearford's growth, regulatory risks,
intellectual property infringement and other factors. Unless otherwise
required by applicable securities laws, Clearford disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. More detailed
information about potential factors that could affect Clearford's financial
and business results is included in public documents Clearford files from time
to time with Canadian securities regulatory authorities.

    Completion of the transaction is subject to a number of conditions,
including Clearford Board approval, Exchange acceptance and potentially
disinterested Shareholder approval. The transaction cannot close until the
required Shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular and/or filing statement to be prepared in connection with
the transaction, any information released or received with respect to the
transactions described herein may not be accurate or complete and should not
be relied upon. Trading in the securities of Clearford should be considered
highly speculative.

    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

    About Clearford Industries Inc.

    Clearford Industries Inc. is comprised of two divisions: the Wastewater
Systems Division and the Brooklin Concrete Division. The Wastewater Systems
Division designs and implements the patented Small Bore Sewer(TM) (SBS(TM)), a
watertight small diameter wastewater collection system for developers,
municipalities and First Nations communities who need to create, expand or
upgrade their sewage systems. This solution provides servicing with superior
operational and environmental performance at a significantly lower cost when
compared to historic gravity sewers. With its first installation in 1989, the
SBS(TM) has since had several installations within Canada and the U.S. The
Brooklin Concrete Division has been in operation since 1952, with 4 locations
in Ontario, including: Brooklin, Newmarket, Huntsville and Haliburton. A
leading producer of septic tanks in Ontario, Brooklin manufactures precast
concrete products ranging from interlocking pavers and patio slabs, to
retaining walls and storage structures. For more information on Clearford
Industries Inc., please visit www.clearford.com.




For further information:

For further information: Mr. Bruce Linton, President and CEO, Clearford
Industries Inc., (613) 599-6474 ext. 301, www.clearford.com

Organization Profile

Clearford Industries Inc.

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