In operation since 2002, ICI creates novel, patentable technologies that provide unique solutions to long-standing industry problems in artificial lift, resulting in increased production efficiency and cost savings to oil and gas producers. ICI offers a wide range of artificial lift technologies utilized in several markets including conventional oil, heavy oil, oil sands, coal bed methane and natural gas. ICI reports unaudited, consolidated revenue of $3,800,736 and net income (before depreciation and taxes) of $1,227,777 for the six months ending October 31, 2006.
Total consideration for the Acquisition will not exceed Sixteen Million Canadian Dollars (Cdn $16,000,000) (the "Purchase Price"). Of the total Purchase Price, the Corporation will issue common shares in its capital, such value equal to fifty percent (50%) of the Purchase Price (i.e., up to CDN$8,000,000), based on the closing share price of Wavefront Energy's listed common shares on the TSX Venture Exchange on the trading day prior to the execution date of the Purchase Agreement(s). In addition, ICI's principals have agreed to have all shareholder advances, loans, debts, interest, etc. (in aggregate approximates $358,330) to be restructured as unsecured and non-interest bearing, to be repaid over three (3) years. The common shares to be issued by Wavefront will be subject to the required hold periods, escrow restrictions, earn-out profits or other restriction that the TSX Venture Exchange may impose. The Corporation will have 120 days to complete its due diligence and enter into definitive Purchase Agreement(s). No finders' fee will be paid in connection with this transaction.
"As a technology company focused on improved oil recovery the strategic purchase of ICI and its suite of intellectual property is another step in positioning the Company as a premier supplier of proven technologies to rescue the greater than sixty percent of oil trapped in reservoirs" stated Wavefront President and CEO, Brett Davidson.
Mr. Davidson further commented, "With its impressive skill set ICI management has demonstrated consistent growth of the business since its inception and the Company looks forward to integrating these key individuals into its team. Given ICI's positive track record coupled with its continued penetration rate of its service offering in the oil and gas sector the Company anticipates further growth as it expands sales markets and pursues licensing opportunities to gain royalty revenue."
ICI Chief Operating Officer Nick Donohoe stated, "ICI has worked diligently over the past few years to prove the technical merits of its core technologies. Although we have enjoyed considerable growth over this time period, we feel that we are just scratching the surface of the potential market. Partnering with a larger company will allow us to further our market share in the domestic market and to better pursue the international marketplace. ICI parallels Wavefront's focus on technology and we are excited to join their team to advance a larger suite of innovative production technologies."
Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance, further due diligence by Wavefront, a definitive Purchase Agreement(s) and Wavefront board approval. There can be no assurances that the transaction will be completed as proposed or at all.
Wavefront develops, markets, and licenses proprietary technologies in the energy and environmental sectors. The Company's patented fluid flow Powerwave(TM) and Primawave(TM) process is a proven and verified optimization technique. Within the energy sector the Company's strategy is to license the technology to service providers, provide site licenses to oil producers, and to acquire or earn working interests in mature oilfields. In the environmental sector, the technology is licensed to service providers who implement the technology to reduce long-term liabilities associated with contaminated sites.
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