October 28, 2005 18:20 ET
CALGARY, ALBERTA--(CCNMatthews - Oct. 28, 2005) - CORDY OILFIELD SERVICES INC. (TSX VENTURE:CKK) (the "Corporation") is pleased to announce that it has entered into letters of intent dated October 28, 2005 pursuant to which the Corporation intends to purchase all of the issued and outstanding shares of both NWP Construction Ltd. ("NWP Construction") and Coverall Pipeline Construction Ltd. ("Coverall Pipeline").
NWP Construction is a small-diameter pipeline and facilities construction company providing service to major oil and gas producers active in the Peace Region of Northwestern Alberta and Northeastern British Columbia since 1999. The head office of NWP Construction is located in Grande Prairie, Alberta. NWP Construction is wholly-owned by WPD Enterprises Ltd., Randy McCullough, and Marvin "Ty" DeBelser. WPD Enterprises Ltd. is owned by Joe McCullough and Dean McCullough.
Coverall Pipeline specializes in small diameter pipeline construction, the construction of wellhead facilities and compressor installation and has provided service to major oil and gas producers active in the Sundre region of West Central Alberta since 1983. The head office of Coverall Pipeline is located in Sundre, Alberta. Coverall Pipeline is wholly-owned by Doug Smith and Carolyn Smith.
The entering into of definitive agreements providing for the proposed acquisitions of NWP Construction and Coverall Construction is subject to the completion of due diligence on behalf of all parties and the approval of the proposed acquisitions by the boards of directors of the Corporation, NWP Construction and Coverall Construction.
The acquisitions of NWP Construction and Coverall Construction will be carried out at arm's length and are anticipated to be completed concurrently with the Corporation's acquisition of Calgary Septic Co. Ltd. and Mesken Contracting Limited. Please refer to the Corporation's news releases of October 28, 2005, September 20, 2005 and August 30, 2005 for additional information regarding the Corporation's acquisition of Calgary Septic Co. Ltd. and Mesken Contracting Limited.
Concurrent with the completion of these acquisitions, the Corporation proposes to grant incentive stock options, subject to the approval of the TSX Venture Exchange, to the directors, officers, employees and consultants of NWP Construction and Coverall Construction, to acquire up to 700,000 common shares of the Corporation. The Corporation hereby reserves $1.50 as the exercise price for such stock options.
Subject to completion of satisfactory due diligence, Blackmont Capital Inc. has agreed to act as sponsor to the Corporation in connection with the proposed acquisitions of NWP Construction and Coverall Construction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Completion of the proposed acquisitions is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, disinterested shareholder approval. Where applicable, the proposed acquisitions cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed acquisitions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed acquisitions, any information released or received with respect to the proposed acquisitions may not be accurate or complete and should not be relied upon. Trading in the common shares of the Corporation should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved of the contents of this press release.
The TSX Venture Exchange does not accept responsibility for the accuracy or adequacy of this release.
Cordy Oilfield Services Inc.David OrrVice President - Corporate Development(403) 266-2067(866) 854-8075 (FAX)Email: email@example.comWebsite: www.cordy.ca
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