May 10, 2006
08:30 EDT Wednesday, May 10, 2006
FSC / Press Release
SEAIR ANNOUNCES CLOSING OF ACQUISITION FOR PORTABLE WASTE TREATMENT SUBSIDIARY
Edmonton, Alberta CANADA, May 10, 2006 /FSC/ - Seair Inc. (SDS - TSX Venture),
SEAIR Inc. ("SEAIR") is pleased to announce the successful completion of the
acquisition of Terroza Environmental Corp. ("TEC") pursuant to a Letter of Intent (the
"LOI") dated January 24, 2006 (as amended January 26, 2006) and announced February
2, 2006. The LOI set out the initial terms for a newly incorporated subsidiary of SEAIR,
namely SEAIR SEPTIC INC. ("Seair Septic") to acquire contracts and assets of TEC.
SEAIR will control 51% of Seair Septic, with the balance of 49% being owned by
Terroza Expediting Inc. ("Terroza"). The contracts and assets of TEC were transferred to
Terroza, prior to vending into Seair Septic in order to facilitate the closing. Assets
acquired include existing contracts and customer base, 22 existing treatment plants,
various machinery, tools, equipment, office space, shop and industry related parts. These
assets were valued in excess of $2 million of which $1,050,000 (or 51%) was exchanged
for 3 million shares of Seair at a deemed value of $0.35 per share. Terroza is owned on an
equal basis by Doug Milner and Brian Rust. Mr. Milner has been appointed as President
and Director of Seair Septic and Mr. Rust as acting CFO and Director. Mr. Harold
Kinasewich and Mr. Christopher Kinasewich of SEAIR are additional Directors of Seair
Septic.
Seair Septic holds an exclusive sub-license from SEAIR Diffusion Systems Inc. for the
specific application of portable wastewater treatment systems. Terroza's business was the
manufacture and leasing of portable wastewater treatment systems, primarily in the
oilfield sector. Seair Septic will purchase SEAIR products from Seair Diffusion Systems
Inc., the operating entity of SEAIR. The SEAIR units will be installed into a newly
designed portable waste treatment system (Seair Septic 20), in addition to being
incorporated into the retro-fit of the existing 22 systems vended into Seair Septic by
Terroza. Both new and retro-fitted systems will be leased to an existing and expanding
customer base formerly outfitted by Terroza, which include many top oil and gas
exploration and service companies. Terroza has been supplying and leasing sewage
treatment systems to various remote campsites, primarily in the oilfield industry, since
2000.
Revenue from existing system leases will flow to Seair Septic as of April 1, 2006. The
company intends to use the majority of the cash-flow to manufacture and immediately
lease out the new Seair Septic 20 units. These newly designed units will provide a waste
treatment system that SEAIR feels far exceeds the discharge guidelines established by
Government regulations and environmental agencies. The company intends to have as
many additional units as possible manufactured and in place by the end of August, and
will continue to build inventory as cash-flow allows. Units are leased on a day-rate basis
comparable to the rest of the industry and some plants are under long-term contract.
It is also contemplated that Mr. Doug Milner, President of Terroza, will be offered a
position on the Board of SEAIR. Mr. Milner has been employed in various capacities in
oilfield services since 1983. 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
and had been employed in the oilfield camp business since 1980.
Mr. Doug Milner states: "I am very pleased with the merger of Terroza and the SEAIR
technology into Seair Septic. We are tremendously excited about the performance of the
new Seair Septic 20 system that we have jointly developed. The oil and gas industry has
been searching for a product in the wastewater treatment sector that meets and/or exceeds
all government standards on a constant basis for some time now. We believe that we have
that revolutionary product with this newly designed system that will make a huge impact
in the portable wastewater treatment industry. The performance on our new combined
technology has exceeded our expectations throughout the development, testing and final
completion phases. Our existing lease customers have indicated their interest in this
product by already initiating requests for additional units. The future looks extremely
productive with an anticipated need to increase our fleet to over 100 units just to meet
current demands alone. This demand, combined with expanding oil and gas requirements
and new market targets indicates to us that the company will have a remarkably
successful future."
Harold Kinasewich, President of SEAIR, states: "This is a huge win for everyone
involved. As activity in the oil and gas industry increases, the need for environmentally
sensitive solutions becomes more critical and we are excited to offer this turnkey product.
Once SEAIR's equipment has been installed into the existing systems, and our newly
designed units are in the field working, it is expected that our customers will achieve
dramatically improved treatment results at lower costs than ever. With this customer
foundation and revenue base, Seair Septic is poised to take the industry by storm. Today
truly is the dawning of a new age for SEAIR."
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 .
Final Exchange acceptance of the transaction is subject to SEAIR fulfilling all of the
requirements of the Exchange.
FOR FURTHER INFORMATION PLEASE CONTACT:
Harold Kinasewich
SEAIR Inc.
T: 780 477 7188
F: 780 477 6622
E: Seair@telus.net
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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