February 2 , 2006
09:00 EST Thursday, February 02, 2006
FSC / Press Release
SEAIR SIGNS LETTER OF INTENT FOR ACQUISITION OF ASSETS THROUGH WASTETREATMENT SUBSIDIARY
Edmonton, Alberta CANADA, February 02, 2006 /FSC/ - Seair Inc. (SDS - TSX Venture), ("SEAIR") is pleased to announce the signing of a Letter of Intent (the "LOI") dated January 24, 2006 (as amended January 26, 2006) to acquire contracts and assets of Terroza Environmental Corp. (herein after referred to as "Terroza"), a private company located in Spruce Grove, Alberta, for a newly incorporated subsidiary of SEAIR, namely SEAIR SEPTIC INC. ("SEAIR Septic"). This agreement follows the successful testing and previous sales to Terroza Environmental Corp. as noted in a SEAIR press release dated December 16, 2005.
Subject to negotiation and the entering into of a definitive agreement, the intention is that SEAIR Septic will hold an exclusive license from SEAIR for the specific application of portable wastewater treatment systems. In excess of $2,000,000.00 in assets of Terroza will be acquired in exchange for 3,000,000 shares of SEAIR at a deemed price of $0.35. The assets to be acquired include existing contracts, a customer base, existing treatment plants (some of which have previously been upgraded with SEAIR technology), various machinery, tools, equipment, office space and industry related parts. The transaction is arm's length, and no finders fee is payable. The Letter of Intent includes flexibility for the final agreement and the percentage ownership and structure will be arranged in the most tax-effective format for all parties. It is also contemplated that Mr. Doug Milner, President of Terroza, will be offered a position on the Board of SEAIR.
Terroza has been supplying and leasing sewage treatment systems to various remote campsites, primarily in the oilfield industry, since 2000. Mr. Milner has been employed in various capacities in oilfield services since 1983. He also has a history of owning and operating his own oilfield related business during this time. Mr. Milner has held positions with PTI Group and General Manager of an oilfield hauling company. In 2000, he initiated Terroza Expediting Inc., and subsequently Terroza Environmental Corp., to supply camps and waste treatment systems for remote locations. Mr. Milner also brings with him the experience of Mr. Brian Rust. Mr. Rust joined Mr. Milner in 2000 to start up Terroza as co-owner and General Manager. He has been employed in the oilfield camp business since 1980, with positions as salesman and later Western Canada Sales Manager at PTI and Travco Industrial Housing Ltd.
Mr. Doug Milner states: "I am looking forward to this new and innovative product that will vastly improve upon any existing treatment plants in the industry. I believe that this is one of the first, if not only, systems available to the market that will completely exceed new effluent regulations both within Alberta and extra-provincially. My experience in this industry leads me to believe we will have an extremely sought-after product and a mutually beneficial and profitable relationship."
Harold Kinasewich, President of SEAIR, states: "We are tremendously excited about the prospects in SEAIR SEPTIC. I look forward to working with this new group and adopting and learning from their successes which include participating in the Rental fleet business. I feel with the experience that both Doug and Brian bring to this company we will be able to hit the ground running right from day one. With the existing leased units, we will be able to recognize immediate cash-flow, which will in turn provide funding for the completion of additional plants that we will be able to lease to existing and new customers. The assets include enough containers to immediately build and lease 7 additional, newly formatted systems to take maximum advantage of SEAIR's technology, part of our immediate goals are to manufacture new systems to meet the growing demand in preparation for the Fall, 2006 drilling season. I feel that the exposure will demonstrate to other industries like pulp and paper, large manufacturers, refineries and municipalities throughout North America just how efficient and effective the Seair diffusion technology is. We have managed to achieve results in effluent that has been considered to be unattainable through other treatment methods through our environmentally safe and friendly process. The plan also includes the retrofitting of the balance of the current inventory to include the proprietary SEAIR technology. In addition to this transaction, SEAIR will continue to pursue and market other applications for its technology outside of the mobile portable waste treatment plant industry. We are tremendously optimistic about our continued successes in these other applications, and believe that our 'show me the proof' philosophy is producing rewarding results".
SEAIR is a leading developer of proprietary diffusion and sterilization technologies. These patent pending technologies allow for the efficient diffusion of gases into a liquid, thereby facilitating numerous applications in a wide variety of industries, including potable and waste water treatment, pulp and paper, aquaculture, agriculture/horticulture, sterilization, golf course irrigation and pond treatment, animal enhancement and oil and gas. SEAIR's primary focus is developing and selling equipment that diffuses gases such as oxygen, ozone or carbon dioxide into a liquid, resulting in a supersaturate solution. The major difference between SEAIR and other diffusion technologies is the ability to achieve extremely small gas bubble size, which in turn allows for the mass transfer of gas to fluid. The result is a stable condition where the gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs.
Parties interested in obtaining further information or receiving news releases and corporate documents from SEAIR may e-mail such request to seair@telus.net or visit our SEAIR web site at: www.seair.ca.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, due diligence review by the parties and the entering into of a definitive agreement.
FOR FURTHER INFORMATION PLEASE CONTACT:
Harold Kinasewich
SEAIR Inc.
T: 780 477 7188
F: 780 477 6622
E: Seair@telus.net
9554 Yellowhead Trail
Edmonton, Alberta
T5G 0W4
This news release may contain certain forward-looking statements that reflect the current views and/or expectations of SEAIR INC. with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary.
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