September 30, 2005 08:30 ET

Eveready Announces Letter of Intent to Acquire Waste Disposal Company

EDMONTON, ALBERTA--(CCNMatthews - Sept. 30, 2005) - Eveready Income Fund (TSX:EIS.UN) ("Eveready") announces that it has entered into a letter of intent (the "Letter of Intent") to acquire 100% of the issued and outstanding shares of Byram Industrial Services Ltd. ("Byram"). Byram owns and operates the Pembina Area Landfill ("PAL") near Drayton Valley, Alberta. The PAL facility is engineered, constructed and operated to meet and exceed all government regulations associated with this type of facility.

Byram has been a provider of quality waste disposal services in the Drayton Valley area for almost 25 years. In 1999, Byram developed and constructed the PAL facility and opened its first Class IA hazardous waste cell. This Class IA landfill is one of only two facilities in the Province of Alberta. The Class IA landfill design consists of an engineered clay liner, two synthetic liners, leak detection, leachate collection system and a host of environmental monitoring programs. In 2002, Byram opened its first Class II waste cell. The Class II cells provide industry access to economical non-hazardous waste disposal within the strict environmental framework associated with a hazardous waste management facility.

The Letter of Intent contemplates a purchase price of $18,500,000. The purchase price will be payable by way of a combination of: (i) $12,000,000 in cash and (ii) $6,500,000 via the issuance of Units of Eveready at a deemed price per Unit based on the 10 day weighted average trading price of the Units of the Fund less a 10% discount. The vendor may, at its option and instead of Units, choose to receive limited partnership units of an indirect wholly owned limited partnership of Eveready. This will be an arms length transaction.

As part of the proposed acquisition, Eveready will also enter into a 25 year royalty agreement with the shareholder of Byram. Royalty payments required under this agreement will be calculated at 5% of the gross revenues earned from the PAL facility.

Rod Marlin, Eveready's President and Chief Executive Officer comments "This acquisition will be a natural fit with Eveready. In addition to being a very profitable business, the acquisition will expand Eveready's environmental services capability to dispose of waste materials in an environmentally sound manner."

Byram's normalized earnings before interest, taxes, and amortization ("EBITDA") for the year ended December 31, 2004 was approximately $5.0 million. For the year ended December 31, 2005, Eveready expects that EBITDA will approximate $5.0 to $7.0 million and anticipates further growth in the future.

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. 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 November 30, 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.

Contact Information