New West announces signing of Letter of Intent with Terralog Technologies Inc.



    VANCOUVER, July 28 /CNW/ - New West Energy Services Inc. (TSX-V:NWE). New
West Energy Services Inc. ("New West") is pleased to announce that it has
entered into a Letter of Intent ("LOI") with Terralog Technologies Inc.
("TTI") relating to the proposed merger of New West and TTI. Pursuant to the
transaction, New West will acquire 100% of the outstanding shares of TTI in
consideration for a payment to current holders of TTI shares of cash and the
issuance of common shares of New West. Concurrently, TTI will acquire 100% of
the outstanding shares of its subsidiary, PT Terralog Teknologi Indonesia ("PT
TTI") and pay out of treasury $2.5 million cash to certain TTI shareholders.

    
    As currently contemplated, the transaction involves the following
components:

    -   New West will conduct an offering of common shares on a private
        placement basis for gross proceeds of approximately $6 million, the
        net proceeds of which will fund the cash portion of the purchase
        price for the TTI shares;

    -   The single largest holder of TTI and PT TTI shares will transfer its
        interests in TTI and PT TTI to New West and TTI in exchange for
        $7.75 million cash, the forgiveness of a US $350,000 note and
        1,500,000 New West shares. Of these payments, $1.75 million will be
        paid out of the treasury of TTI. Additionally, the shareholder will
        retain an earn-out payment related to TTI's Duri Slurry Fracture
        Injection project in Sumatra, Indonesia and will be transferred
        certain intellectual property rights relating to TTI's U.S. biosolids
        business;

    -   The remaining common and preferred shares of TTI held by the
        remaining TTI shareholders will be redeemed by TTI for cash of
        approximately $700,000 and purchased by New West in consideration of
        the issuance of approximately 11,356,000 common shares of New West;

    -   All New West common shares issued in exchange for TTI shares will be
        subject to an 18 month escrow period;

    -   Roman Bilak, the current president of TTI, will be named president
        and chief executive officer of New West. Mr. Bilak will enter into
        mutually agreeable employment and non-compete agreements with
        New West and will receive options pursuant to New West's stock
        option plan; and

    -   Following completion of the transaction, the New West board of
        directors is expected to be comprised of Bill Rand, Joe Scarlett,
        Roman Bilak and two additional nominees of TTI acceptable to
        New West.
    

    The parties will use all reasonable commercial efforts to negotiate
definitive agreements for the transaction on or before August 30, 2008. The
definitive terms of the agreements and the obligation to complete the
transaction will be subject to the approval of the board of directors of each
of TTI and New West and of the shareholders of New West at a meeting to be
held in late September 2008. The completion of the transaction will also be
subject to a number of conditions precedent including the satisfaction of each
of TTI and New West with its respective due diligence, the obtainment of any
necessary contractual or third party consents, the successful raising of funds
by New West to finance the merger, the obtainment of all necessary regulatory
consents and approvals required including those required from the TSX Venture
Exchange (the "TSX-V"), and satisfaction or compliance with the terms and
conditions of the definitive agreements.

    New West, through its subsidiaries, operates in the oil field service
industry in Canada. The company sells chemicals and provides engineering
services to oil and gas exploration and production companies. New West is
based in Vancouver, Canada and trades on the TSX-V under the symbol "NWE".

    Terralog Technologies Inc. is an international service company that
specializes in petroleum geo-mechanics and deep well disposal waste management
using Slurry Fracture Injection technology. TTI's head office is in Calgary,
Canada. Its subsidiary, PT Terralog Teknologi Indonesia, has its head office
in Jakarta, Indonesia.

    On behalf of the Board of Directors of
    NEW WEST ENERGY SERVICES INC.

    Joe Scarlett

    A. JOSEPH SCARLETT
    Director

    Forward-Looking Information

    Certain information contained in this press release, including
information and statements which may contain words such as "estimates",
"would", "will", "contemplates", "expects" and similar expressions and
statements relating to matters that are not historical facts, are
forward-looking information including, but not limited to, information as to
the completion of the transaction between New West and TTI.
    This forward-looking information is based on certain material factors,
assumptions and analyses made by New West in light of its experience and its
perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results, performance or achievements
will conform with New West's conclusions, forecasts, projections, expectations
and predictions expressed or implied by the forward-looking information in
this press release is subject to known and unknown risks and uncertainties
which could cause actual results to differ materially from New West's
conclusions, forecasts, projections, expectations and predictions expressed or
implied by the forward-looking information in this press release, including:
that the transaction between TTI and New West may not close for various
reasons including but not limited to, on account of conditions of closing not
being fulfilled, the failure to obtain regulatory or third party approval, the
inability to raise the necessary funds to complete the transaction or the
transaction may not be approved by the shareholders of New West. Additional
risks may be described in New West's Annual Report for the most recently
completed financial year end which may be found on SEDAR at www.sedar.com. If
any of the above risks or uncertainties materialize, or if the material
factors, assumptions and analyses applied by New West are incorrect, actual
results may vary materially from those expected in the forward-looking
information in this press release.
    Consequently, all of the forward-looking information contained in this
press release is qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by New West
expressed or implied by the forward-looking information in this press release
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on New West or its business operations.
New West assumes no obligation, except as required by law, to update publicly
any such forward-looking information, whether as a result of new information,
future events or otherwise. Readers should not place undue reliance on
forward-looking information.

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





For further information:

For further information: Richard J. Collens, Chief Financial Officer,
Telephone: (403) 263-7555, Email: dcollens@newwestdf.com

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NEW WEST ENERGY SERVICES INC.

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