PATC Announces Sale of Assets of BC2



    VANCOUVER, July 28 /CNW/ -  Precision Assessment Technology Corporation
("PATC" or the "Company") announced today that it has entered into an
agreement with Bison Capital Equity Partners II-A, LP and Bison Capital Equity
Partners II-B, LP (collectively "Bison") pursuant to which it has sold all of
the assets of BC2 Environmental Corp., a subsidiary of the Corporation, to
BEKS Acquisition, Inc. (the "Purchaser"), a California company wholly owned by
Bison. The assets of BC2 were sold to the Purchaser for consideration
consisting of (i) the assumption of trade payables, contracts and other
obligations of BC2, (ii) a cash payment of $6 million which will be applied to
reduce the Company's outstanding indebtedness to Comerica Bank from
approximately $8.5 million to approximately $2.5 million, (iii) the assumption
of earn-out and bonus obligations in the amount of $2.2 million to former
shareholders of BC2, and (iv) the transfer of the preferred shares in
Precision Assessment Technology (US) Inc. ("PATC-US") and PATC owned by Bison
to PATC. As a result of the transaction, Bison will have no further interest
in PATC, PATC - US or their affiliates. As part of the transaction, the
parties have entered into a mutual release.
    As previously announced, PATC and its subsidiaries are experiencing
serious financial difficulties. Bison alleged certain defaults under
agreements entered into in connection with its acquisition of the preferred
shares of PATC-US and PATC in March, 2007, which allegations were disputed by
the Company. The sale of the BC2 assets to the Purchaser is designed to
improve the financial condition of PATC and will settle these outstanding
disputes. Following completion of the sale, PATC will continue to own and
operate Trenchless Specialties, Inc., with operations in Orlando, Florida and
Precision Sampling, Inc., with operations in Stockton, California and Colorado
Springs, Colorado. The Richmond California operations have been combined with
Stockton.
    Bison held 8,000 Class A Shares in the capital of PATC-US which were
exchangeable, in certain circumstances, for a total of 34,784,000 common
shares of PATC which would represent approximately 31% of the then issued and
outstanding common shares. In addition, Bison held 8,000 Class B Shares of
PATC which entitle it to cast 34,784,000 votes at meetings of shareholders of
PATC. As a result, Bison was a related party of PATC and the sale of the BC2
assets to the Purchaser constitutes a related party transaction within the
meaning of Ontario Securities Commission Rule 61-501. ("Rule 61-501") and
equivalent rules in other jurisdictions. The proposed transactions is exempt
from minority approval and valuation requirements under Rule 61-501 as the
Company is in serious financial difficulty, the transaction is designed to
improve the financial Condition of the Company and the Company's board of
directors has determined, and at least two-thirds of the Company's independent
directors, have determined that the foregoing conditions are met and the terms
of the transaction are reasonable in the circumstances of the Company.
Accordingly, no valuation is being obtained nor will majority of minority
approval be sought in connection with this matter.
    Bob Nowack, Chairman of the Board, commented "This has been a very
difficult time for the Company. It has been short of working capital since
early 2007. This step will improve the financial condition of the Company and
allows Bison and the Company to go their separate ways. With this step behind
it, the Company will now focus on its operations, taking the necessary steps
to retire the balance of the senior debt due to Comerica and settle other
amounts due."

    About PATC - PATC provides drilling services for site assessment and
remediation and groundwater assessment, monitoring and mitigation in the
United States. These services are provided using specialized and innovative
drilling and sampling equipment and technologies from offices in California,
Colorado and Florida. Precision Assessment Technology Corporation operates
through its wholly owned U.S. subsidiaries, Precision Sampling, Inc., and
Trenchless Specialties Inc. Further information can be found at
www.patc-usa.com.

    FORWARD-LOOKING STATEMENTS: Except for statements of historical fact, all
statements in this news release - including, without limitation, statements
regarding future plans and objectives of PATC are forward-looking statements
that involve various risks and uncertainties. Forward-looking statements in
this document are often, but not always, identified by the use of words such
as "anticipate" and "intend" and statements that an event or result "will"
occur or be achieved and other similar expressions. There can be no assurance
that such statements will prove to be accurate; actual results and future
events could differ materially from those anticipated in such statements.

    %SEDAR: 00003754E




For further information:

For further information: Bob Nowack, Chairman PATC, Tel: (604) 669-3373
(Ext. 201)

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PRECISION ASSESSMENT TECHNOLOGY CORPORATION

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