Winalta Inc.

Winalta Inc.

June 06, 2006 17:39 ET

Winalta Inc. Receives Cash Offer of $1.50 per Common Share by Kos Investments Ltd. to Acquire 87% of the Common Shares of Winalta

EDMONTON, ALBERTA--(CCNMatthews - June 6, 2006) - Winalta Inc. (TSX VENTURE:WTA.A) announces that it has entered into an Acquisition Agreement with Kos Investments Ltd. ("Kos") in which Kos has agreed to make a cash offer to acquire 87% of the common shares of Winalta at $1.50 per share. In the event that more than 87% of the shares are tendered to the offer, Kos will purchase on a pro rata basis 87% of the outstanding shares on a fully diluted basis. The directors of Winalta have determined the Offer to be fair from a financial point of view and in the best interests of Winalta and have resolved to recommend that shareholders tender their shares to the offer.

Kos has also entered into an irrevocable lock-up agreement with James Sapara, Alice Sapara and Winmor 7 Inc. whereby they have agreed to tender their 87% share ownership of Winalta to the offer, subject to pro ration.

The transaction calls for Kos to complete its due diligence by not later than July 21, 2006 and subject to satisfactory review, the formal takeover bid circular is to be mailed to Winalta shareholders by not later than the earlier of 5 days following removal of the due diligence condition and July 26, 2006 with the offer open for acceptance for 35 days following the date of mailing. The offer will be subject to certain customary conditions of completion, including receipt of all necessary regulatory approvals, approval of Winalta's bank, and the absence of any material adverse changes.

Kos Investments Ltd. is a private investment company owned by Artie T. Kos Family Trust and was established upon Mr. Kos selling his oilfield transportation company to an income fund earlier this year. The company makes strategic acquisitions and investments in various businesses.

Winalta Inc. is a producer of manufactured CSA certified homes, modular homes, sitebuilt homes, industrial projects and recreational homes. In addition, through its subsidiary, Vanguard Inc., the Corporation designs, manufactures and wholesales recreational vehicles and industrial oilfield units.

Winalta Inc. shares trade on the TSX Venture Exchange under the symbol "WTA.A".

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

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