Pink Sheets: WEESF
EDMONTON, March 5 /CNW/ - Wavefront Energy and Environmental Services
Inc. ("Wavefront"), a leader in technology development and implementation for
improved oil recovery and optimized groundwater remediation is pleased to
announce that it has completed the acquisition of (the "Acquisition") all of
the issued and outstanding shares of Top Gun Sand Pumps & Rentals Ltd. ("Top
Gun"), an arms length, privately held Saskatchewan company.
Top Gun has been in operation since 1995 as an oil service company in the
heavy oil industry, operating primarily in western Canada. Top Gun offers
rentals and sales of sand pumps and associated well bore pumping and cleaning
equipment. The sand pumps offered by Top Gun are known as Continuous Sand
Extraction Systems ("CSES"). The CSES approach is an established alternative
to conventional pumping equipment for use in heavy oil wells that exhibit
chronic plugging from debris such as shale, pyrite, coal, waxes, etc. The CSES
method reduces, and in some cases prevents, plugging from occurring resulting
in wells going from zero or very low volumes of oil production to production
levels where the wells are considered economic successes.
Top Gun's management reported, unaudited, consolidated revenue of
$810,577 with net income (before taxes) of $223,989 for the six months ending
January 31, 2007. For fiscal year ended July 31, 2006 Top Gun's management
reported, unaudited, consolidated revenue of $1,179,798 earnings with net
income (before taxes) of $203,300.
Total consideration for the Acquisition was One Million Two Hundred
Thousand Dollars (CN $1,200,000) (the "Purchase Price"). Of the total Purchase
Price, Wavefront paid $600,000 cash and issued 600,000 common shares (the
"Shares") in the capital of Wavefront at a deemed price of $1.00 per share. No
finders' or similar fees were paid in connection with the transaction. In
accordance with TSX Venture Exchange policies, the Shares will be subject to a
"hold period" of four months plus one day expiring on July 2, 2007. Although
not required by Exchange policies, Top Gun's principals have agreed to place
the Shares in escrow pursuant to an escrow agreement, utilizing a surplus
securities release structure which entails periodic release over three years
from the date of closing.
In addition, all Top Gun shareholder loans, debts and accrued interest
were restructured as unsecured and non-interest bearing, to be repaid over
three (3) years.
Furthermore, to coincide with the Wavefront brand Top Gun's name will
shortly be changed to Wavefront Sand Pumps & Rentals Ltd., with the by-laws,
articles, and share capital remaining unchanged.
Wavefront President and CEO Brett Davidson stated, "We are pleased to
have closed the acquisition of Top Gun which management believes is poised for
considerable growth given its established track record of performance in
resurrecting oil production in problematic wells. There is no question that
the CSES approach is a valuable asset to heavy oil production and its use will
further expand with continued development in the global heavy oil sector.
Wavefront plans to enlarge Top Gun's current operations to gain greater market
penetration in western Canada as well as internationally."
Mr. Davidson further commented, "With the addition of Top Gun, the
proposed acquisition of ICI Solutions (www.ici.ca), and our existing
PowerwaveTM Process Wavefront is well positioned to offer a solid, proven
suite of patented technologies to address two of the toughest problems in the
oil industry: improved production and greater ultimate oil recovery. The
technology strengths of Wavefront's integrated group of companies will better
serve mutual clients and create new opportunities for growth. As we look to
add further oil properties through acquisition and partnerships we can do so
confidently knowing we have key technologies to maximize oil production and
build shareholder value."
About Wavefront Energy and Environmental Services Inc.
Wavefront is a technology-based company with a focused, strategic plan to
leverage the value of our intellectual property in order to maximize oil
production recovery operations, as well as provide additional solutions for
ON BEHALF OF THE BOARD OF DIRECTORS
Wavefront Energy and Environmental Services Inc.
"D. Brad Paterson" (signed)
D. Brad Paterson, CFO & Director
Cautionary Disclaimer - Forward Looking Statements
Certain statements contained herein regarding the Company and its
operations constitute "forward-looking statements" within the meaning of the
United Sates Private Securities Litigation Reform Act of 1995. All statements
that are not historical facts, including without limitation statements
regarding future estimates, plan, objectives, assumptions or expectations or
future performance, are "forward-looking statements". 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. The Company expressly disclaims any
obligation to up-date any "forward-looking statements".
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY
OR ACCURACY OF THIS RELEASE, WHICH WAS PREPARED SOLELY AT THE DISCRETION
For further information:
For further information: D. Brad Paterson, CFO, (780) 486-2222 x224 Tel,