August 04, 2006 13:54 ET

CHEQ-IT Ltd. Announces Proposed Private Placement, Change of Business and New Board Member

CALGARY, ALBERTA--(CCNMatthews - Aug. 4, 2006) - CHEQ-IT Ltd. ("CHEQ-IT" or the "Corporation") (TSX VENTURE:CQT) is pleased to announce that they have agreed with an arm's length party, whereby CHEQ-IT will acquire a service rig and related inventory (the "Asset") (the "Transaction").

The acquisition of the rig will be a change of business in accordance with the policies of the TSX Venture Exchange Inc. (the "Exchange"). As part of the Transaction, CHEQ-IT will complete a financing, seek shareholder approval for a change of business and change its name to BCH Energy Services Inc. The transaction is at arm's length.

Summary of the Proposed Transaction and Private Placement

Currently, CHEQ-IT develops, sells and supports cheque writing and electronic fund transfer systems ("Cheque Business"). Operations to date have primarily been focused in southern Alberta, within the oil and gas industry. Upon completion of the transaction, CHEQ-IT will continue to operate the Cheque Business but its business will also change to be an oilfield services company as it will operate the Asset.

The Transaction is subject to standard conditions and approvals, including CHEQ-IT obtaining shareholder and Exchange acceptance. The Transaction is anticipated to be completed in September of 2006.

The Corporation also intends to complete a private placement to raise up to $1,500,000.00. The Corporation will issue up to 5,000,000 units at $0.30 per unit. Each unit will consist of one common share and one half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at any time for a period of 12 months following the closing date at a price of $0.50 per common share. The securities will be subject to a four-month hold period.

New Board Member

Robert Wilson, Chairman and Director of CHEQ-IT is pleased to announce that John R. MacMillan has agreed to join the Board of Directors of CHEQ-IT effective immediately.

Approvals and Conditions

The Transaction is subject to the standard pre-closing conditions, including; satisfactory due diligence, the acceptance by the Exchange, and shareholder approval.

New Management Upon Completion of the Transaction

Upon completion of the Transaction it is anticipated that Robert Krpan and Raymond Huska will not seek to be nominated as directors of CHEQ-IT at the next annual general meeting of CHEQ-IT. The management of CHEQ-IT will be John MacMillan, President and CEO, W. Glenn Hamilton, CFO, and Raymond Huska, COO. CHEQ-IT has identified two additional Nominees to the Board that will be presented for election at the upcoming Annual General Meeting of Shareholders' scheduled for September 14, 2006.

Biographies for the officers of CHEQ-IT and the directors of CHEQ-IT to be retained are as follows:

Robert Wilson - Director, Chairman

Mr. Wilson holds an MBA from the University of Gonazga in the state of Washington. Mr. Wilson is a businessman and recently retired from the Bank of Nova Scotia where he spent 30 years on all facets of banking. Mr. Wilson is a Director of BrazAlta.

Raymond Huska - COO

Mr. Huska works full-time for CHEQ-IT as an employee. Mr. Huska had approximately nine years of experience in the data processing area of the Canadian banking industry prior to almost twenty years in the distribution and sales side of the technology industry. Mr. Huska designed and assisted in the development of the CHEQ-IT system.

David Mears - Director

Mr. Mears is the co-founder of BrazAlta Resources Corp. and the past President of Semper Energy which merged with Val Vista Energy where he remained a Director until its sale to Avenir Income Trust. Mr. Mears is Chairman of the Board of Sierra Vista Energy Ltd., a TSX Venture listed company focused in Alberta Canada. Mr. Mears is also the President and CEO of BrazAlta.

John MacMillan - Director, President and CEO

Mr. MacMillan is a Professional Engineer with over 40 years international experience in the oil & gas industry. Mr. MacMillan served as a Director and founding President of Promax Energy (TSX listed Company) and Director and co-founder of Semper Energy Inc. Mr. MacMillan is also Chairman of BrazAlta.

W. Glenn Hamilton - CFO

Mr. Hamilton is the Secretary and CFO of CHEQ-IT and works full-time for CHEQ-IT as an employee. Mr. Hamilton has almost twenty years experience in both the hardware and software markets of the technology industry. His experience has ranged from the direct development, sales, marketing and support of computer related products, to the management of those activities as well as operations and logistics. Mr. Hamilton received a Bachelor of Arts degree from Carleton University in 1977.

Cautionary Statements

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and shareholder approval, if required. There can be no assurance that the Transaction will be completed as proposed, or at all.

Trading in the securities of CHEQ-IT should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

The Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this information.

Contact Information

  • CHEQ-IT Ltd.
    Glenn Hamilton
    (403) 241-2607