Moneda Resources Signs Letter of Intent



    (TSXV - PXK.P)

    CALGARY, Feb. 29 /CNW/ - Moneda Resources Limited ("Moneda") announces
that it has entered into a binding letter of intent, dated February 25, 2008,
to acquire all of the issued and outstanding shares of Sapphire Technologies
Inc. ("Sapphire"), an Alberta corporation. Moneda will acquire the shares of
Sapphire for a purchase price equal to the greater of $925,000 or the
appraised fair market value of the company. The purchase price will be paid by
way of a cash payment of $625,000 (including a $25,000 non-refundable deposit
to be paid upon execution of a formal purchase agreement) and the balance will
be paid by issuing common shares of Moneda, based on the market price at the
time the formal agreement is executed. In addition, concurrent with the
closing, Moneda will provide Sapphire with funds of approximately $80,000 (in
addition to the purchase price) to permit Sapphire to complete the purchase of
certain equipment used in its business. The proposed acquisition of Sapphire
is an arm's length transaction.
    Based in Red Deer, Alberta, Sapphire provides consulting services to the
oil and gas industry, in the areas of facility and pipeline integrity
management, asset validation and data management. Sapphire was formed in
December, 2004, and by 2006 had grown to a peak of 32 workers. At present
Sapphire has a fluctuating workforce that varies from 5 to 10 employees and
contractors.
    Increasing regulatory demands for operational accountability, along with
the aging of the infrastructure has created an opportunity for service
companies to provide quality, integrated Integrity Management Consultation to
the oil and gas industry. Sapphire provides the oil and gas industry with
Integrity Management programs for pipelines and pressure equipment. These
programs are designed to assist operators with cost effective spending on
equipment reliability programs, and to ensure the safety of their equipment
and regulatory compliance of their operations.
    Sapphire provides the man-power and expertise that certifies pressure
equipment as meeting code requirements and therefore safe to operate. This
certification is required by regulation on an on-going frequency, dependant on
equipment service.
    The expertise within Sapphire also defines maintenance activities for the
pipeline industry which affect approximately 25% of an operator's repair and
maintenance budget. The prescription of these programs relies heavily on a
good relationship with operations and sound technical knowledge. Both of these
factors are the keys to Sapphire's successes.
    The following table sets out selected financial information for Sapphire
for the periods indicated. This information has not been audited.

    
    -------------------------------------------------------------------------
                             Year ended         Year ended  Six months ended
                      February 28, 2006  February 28, 2007   August 30, 2007
    -------------------------------------------------------------------------
    Working Capital
     (deficit)                  $85,304            ($5,757)         $176,025
    -------------------------------------------------------------------------
    Total Assets               $581,049         $1,007,001          $750,562
    -------------------------------------------------------------------------
    Total Liabilities          $435,205           $601,808          $262,456
    -------------------------------------------------------------------------
    Total Revenues           $1,197,917         $3,116,231          $589,839
    -------------------------------------------------------------------------
    Operating Expenses         $813,290         $2,243,882          $413,788
    -------------------------------------------------------------------------
    Net Income                 $250,834           $259,349(1)        $82,914
    -------------------------------------------------------------------------
    (1) After deduction of a management bonus of $510,000 paid for the year
        ended February 28, 2007.
    

    For the year ended February 29, 2008 revenues and earnings are expected
to be lower than in the previous year as a result of loss of business due to
the completion of a major project in the prior year and reduced business from
a significant client that underwent a merger. Sapphire is currently
negotiating to supply inspection services to the new entity.
    Sapphire is presently owned by Joe Walter of Red Deer, Alberta and Gord
Eykelenboom, Calgary, Alberta and their holding companies: 1346828 Alberta Ltd
(owned by Mr. Walter) and 1245273 Alberta Ltd (owned by Mr. Eykelenboom and
his wife).
    Joe Walter is president of Sapphire and Gord Eykelenboom is
vice-president of Sapphire. It is expected that upon completion of the
acquisition John Olsen (a director of Moneda) will be appointed as president
of Sapphire and that Mr. Walter will be named Vice-President - Pressure
Equipment Services, and Mr. Eykelenboom will be named Vice-President -
Pipeline Services.

    Information respecting the principals of Sapphire is as follows:

    Joe Walter - Red Deer, Alberta - President of Sapphire Technologies
    Joe Walter, Age 37, of Red Deer, Alberta, has been actively involved in
the service provision side of the integrity industry for 20 years. Mr. Walter
is a Mechanical Engineering Technologist with a background in non-destructive
examination with experience in the petroleum, petro-chemical, mining, and pulp
& paper industries. Mr. Walter founded Sapphire in late 2004, and provided
exclusive integrity assessment services to Acclaim Energy while managing a
staff of over thirty employees with varying skill sets during peak periods.
Joe has focused his time over the last three years on developing pressure
equipment integrity management systems for oil companies to achieve compliance
with governing regulatory bodies. He continues to upgrade his qualifications
and skills. Mr. Walter specializes in attracting high quality individuals and
building inspection teams to meet the expectations of Sapphire's client base.

    Gordon Eykelenboom - Calgary, Alberta - Vice-President, Sapphire
    Technologies
    Gord Eykelenboom, Age 30, of Calgary, Alberta, has been working and
studying in the Integrity Industry since 1998. He is a Certified Engineering
Technologist in the Materials Engineering field and has worked for Shell
Canada, Acclaim Energy Trust and Canetic Resources (formerly Acclaim Energy
Trust). His areas of Responsibilities have included: Pipeline Technical
Specialist - Canetic Resources Trust. Mr. Eykelenboom was responsible for the
Integrity Management of Canetic's gathering system which was comprised of over
14,000 km of upstream pipeline. He directed a team of 8 senior field staff, a
technical assistant and a clerk. Prior to Canetic, Gord was the Chief
Inspector at Acclaim Energy Trust, managing the Pressure Equipment Integrity
Management System and executing the inspection and repair requirements of
approximately 8000 pieces of pressure equipment and tanks. Currently, Mr.
Eykelenboom is the vice-president of Sapphire Technologies providing Integrity
Management Programs and field services to his upstream energy producing
clients.

    The acquisition of Sapphire is intended to constitute Moneda's Qualifying
Transaction under the polices of the TSX Venture Exchange ("TSXV") and is
subject to the prior approval of the TSXV.
    Concurrent with the completion of the Qualifying Transaction, Moneda
proposes to complete a private placement to raise up to $2 million, the
proceeds of which will be used to pay the cash portion of the purchase price
for Sapphire and to fund the business development and expansion of Sapphire.
The possible terms of such private placement have not yet been determined, and
there is no assurance that such private placement will be completed. A further
announcement will be made when the terms of the proposed private placement
have been determined.
    It is not anticipated that there will be any change to the directors or
officers of Moneda following completion of the Qualifying Transaction and, as
a result, the directors and officers of the resulting issuer after the
transaction will be as follows:

    David A. Price - Victoria, B.C. - President, Chief Executive Officer and
    Director
    David A. Price, C.A., age 55, of Victoria, British Columbia, is the
president and Chief Executive Officer of Xcel Consolidated Ltd. Mr. Price
earned his Bachelor of Commerce degree from the University of Calgary in 1974.
He completed his two year article with a regional firm of Chartered
Accountants in Alberta, and was accredited with the Chartered Accountants
designation in 1977 and was admitted by affiliation to the Institute of
Chartered Accountants of British Columbia in 1988. In 1989, Mr. Price
acquired, and continues to act as President of, Diversified Properties Ltd., a
property management and real estate company specializing in commercial real
estate which was acquired by the Xcel Consolidated Ltd. effective January 1,
2000. During the past 15 years Mr. Price has also been involved in real estate
development, construction and construction management.

    John Olsen - Carstairs, Alberta - Director and Promoter
    John Olsen, age 62, of Carstairs, Alberta, has been working independently
as a Business Consultant since May 2006. He was the Director of Sales North
America for Fiberoptic Systems Technology Inc. (listed on the TSX Venture
Exchange) from May 2006 to February of 2007. Mr. Olsen also serves on the
Board of Xcel Consolidated Ltd. (listed on the TSX Venture Exchange). Prior
thereto, Mr. Olsen was a Business Development Manager with a couple of private
companies in the technology and oil and gas services sectors; he was also
Commercial Account Manager with a major automotive retailer from 2001 to 2003.
Mr. Olsen has served on the boards of a number of mineral exploration
companies that traded on The Alberta Stock Exchange (now the TSX Venture
Exchange) during Mr. Olsen's tenure, and over the past two years has worked as
a consultant with companies in the integrity management business.

    Bradley A. Williams - Victoria, B.C. - Chief Financial Officer and
    Director
    Bradley A. Williams, B. Comm., C.A., age 34, of Victoria, British
Columbia, received his Bachelor of Commerce from the University of Victoria in
1998 and was admitted to the Institute of Chartered Accountants of British
Columbia in 2000. Mr. Williams is presently Chief Financial Officer of Xcel
Consolidated Ltd. (listed on the TSX Venture Exchange), as well as
Vice-President, Finance and Administration for Custom House Currency Exchange
Ltd., a non-bank foreign exchange company, where he is responsible for
financial and operational reporting, purchasing and property management, human
resources, and taxation. He is also Chief Financial Officer for Streetlight
Intelligence Inc. (listed on the TSX Venture Exchange). From November 2000 to
August 2003, Mr. Williams was President and Chief Financial Officer of PCNet
International Inc. (listed on the TSX Venture Exchange), a public Internet
access provider. He was also Chief Financial Officer and Chief Operating
Officer for, and a director of, Uniserve Communications Corp. from August 2003
to February 2004.

    Michael B. Fox - Calgary, Alberta - Director
    Michael B. Fox, P. Geol., age 59, of Calgary, Alberta, is a graduate of
the University of British Columbia and holds a B.Sc. in geology, and has been
a registered Professional Geologist with the Association of Professional
Engineers, Geologists, and Geophysicists of Alberta since 1979. Mr. Fox has
more than thirty years experience in resource exploration, and has worked as a
consultant in oil and gas exploration since 1983. He has worked on projects in
more than 90 different play areas and has exposure to the principal
hydrocarbon bearing clastic and carbonate environments in the western Canadian
sedimentary basin.

    Dennis Olsen - Calgary, Alberta - Director
    Dennis Olsen, age 55, of Calgary, Alberta, is the owner/operator of Quill
Oil Field Consulting, which provides wellsite supervision for a number of oil
and gas producers. Mr. Olsen has extensive experience and education in
resource exploration, development and production, rig management, and drilling
practices going back 30 years.

    David S. Evans - Calgary, Alberta - Director
    David S. Evans, B.Sc., Ph.D., D.I.C., P. Geol., age 65, of Calgary,
Alberta, received his B.Sc. in geology and chemistry from the University of
British Columbia in 1966 and his Ph.D. from the Royal School of Mines,
University of London in 1971. Dr. Evans has over 35 years experience in
resource exploration, development and production. He is senior partner with
CSC Project Management Services in Calgary, a risk management consulting
practice that specializes in oil sands, heavy oil, pipeline, mining,
transportation and major industrial sectors. Dr. Evans is a certified AAMS
mediator and facilitator and practices in conflict and dispute resolution for
environmental, resource and project management engagements. Dr. Evans
currently sits on the Advisory Board for Fibre Optic Systems Technology Inc.
(Fox-Tek) (listed on the TSX Venture Exchange). He also provides pro bono risk
management consulting services for non-profit agencies on behalf of Centre
Point, the former Calgary Centre for Non-Profit Management.

    Andrew J. Chamberlain - Edmonton, Alberta - Corporate Secretary
    Andrew J. Chamberlain, LL.B, age 46, of Edmonton, Alberta, is a principal
of the firm Chamberlain Hutchison, Barristers and Solicitors, having received
his Bachelor of Law from the University of Alberta in 1984. Mr. Chamberlain is
a currently Co-Chair of the Securities Law Section (Edmonton) of the Canadian
Bar Association, a former member of the Alberta Securities Commission's
Securities Advisory Committee, and is currently a Sessional Instructor, in
Corporate Securities, at the University of Alberta Law School. Mr. Chamberlain
presently serves on the Board of Unity Wireless Corporation (Nasdaq Bulletin
Board) and is corporate secretary of Loma Oil & Gas Ltd. (listed on the TSX
Venture Exchange).

    Mr. Walter and Mr. Eykelenboom will also be considered to be insiders of
Moneda by virtue of being officers of a subsidiary corporation.

    The completion of the acquisition of Sapphire is subject to the following
conditions:

    
    1.  Completion of an independent appraisal satisfactory to Moneda.

    2.  Completion of a satisfactory due diligence review of Moneda.

    3.  Approval of the TSXV.
    

    Although the letter of intent contemplates the parties entering into a
more formal purchase agreement, the letter of intent is expressly stated to be
a binding agreement. The letter of intent will terminate unless the
transaction is completed by October 31, 2008, but Moneda has the right to
extend the closing deadline for a further 3 months on payment of $5,000.00 for
each month's extension.
    Moneda proposes to retain a sponsor with respect to this transaction;
further details will be announced after those arrangements are completed.
    The Shares of Moneda will remain halted from trading until receipt by the
TSXV of satisfactory documentation.

    Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange requirements, majority of the minority shareholder approval. Where
applicable, 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 or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

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

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.




For further information:

For further information: David Price, president of Moneda at (250)
475-3700

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MONEDA RESOURCES LIMITED

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