September 28, 2005 08:30 ET

Eveready Announces Letter of Intent to Acquire Oilfield Equipment Rental Company

EDMONTON, ALBERTA--(CCNMatthews - Sept. 28, 2005) - Eveready Income Fund ("Eveready") (TSX:EIS.UN) announces that it has entered into a letter of intent (the "Letter of Intent") to acquire 100% of the issued and outstanding shares of an Alberta-based oilfield equipment rental company ("Target Company").

The Letter of Intent contemplates a purchase price of $7,837,000. The purchase price will be payable through a combination of cash and, at the option of the vendors and subject to regulatory approval, Units of Eveready issued at a deemed price equal to the 10 day weighted average trading price of the Units of Eveready less a 5% discount. The vendor may, at its option and instead of Units, choose to receive limited partnership units of an indirect wholly owned partnership of Eveready. This will be an arm's length transaction.

Target Company's normalized earnings before interest, taxes, and amortization ("EBITDA") for the year ended December 31, 2004 was approximately $2.4 million. For the year ended December 31, 2005, management expects that EBITDA will approximate $3.0 to $3.2 million and anticipates further growth in the future.

Rod Marlin, Eveready's President and Chief Executive Officer comments "This acquisition will allow us to significantly expand into the oilfield equipment rental industry. Eveready is also pursuing similar growth opportunities in this area that will build on the acquisition announced today."

Completion of the proposed transaction is subject to a number of conditions including, but not limited to, the completion of satisfactory due diligence by Eveready as well as approval of the board of trustees of Eveready. Completion of the transaction is also subject to the receipt of any required regulatory approvals including, but not limited to, the approval of the Toronto Stock Exchange. Assuming that all of the conditions are satisfied, it is anticipated that the effective date of the acquisition will be October 1, 2005.

Eveready is a growth oriented income fund that provides industrial cleaning, oilfield, and environmental services to the energy, resource, and manufacturing sectors. The Units of Eveready trade on the Toronto Stock Exchange under the trading symbol "EIS.UN".

This press release contains forward-looking statements subject to various risk factors and uncertainties, which may cause the actual results, performances or achievements of Eveready to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, fluctuations in the market for oil and gas and related products and services, political and economic conditions, the demand for services provided by Eveready, industry competition and Eveready's ability to attract and retain both customers and key personnel.

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