SOURCE: Grifco International, Inc.

August 18, 2006 19:52 ET

Grifco International, Inc. Closes Deal on Merger and Master Plan of Asset Roll-Up With OTC Bulletin Board Company

HOUSTON, TX -- (MARKET WIRE) -- August 18, 2006 -- Grifco International, Inc. ("Grifco" or the "Company") (PINKSHEETS: GFCI) is pleased to announce that it has closed the first-round deal documents to merge with the targeted OTC Bulletin Board company following meetings of the respective executive officers in Las Vegas, NV.

Jim Dial stated, "We worked all day Thursday and Friday in Las Vegas to complete the deal documents with our corporate counsel. We are pleased to have completed this important milestone for the benefit of our shareholders. There is a lot of hard work ahead of us and we ask our shareholders to understand the importance of becoming part of a reporting company with the Securities and Exchange Commission where information must be filed in advance with regulatory authorities after approval of securities counsel and auditors. This is not only good business practice, but it is mandated under Sarbanes-Oxley and the rules of the SEC."

Mr. Dial continued, "One of the first orders of business was to form a new wholly owned subsidiary as part of a triangular merger in a tax free exchange of shares. We further explored venues for our up-coming shareholders meeting. Further details about the shareholders meeting will be forthcoming.

"After meeting with our securities counsel, we were advised that the merger company must file an 8-K announcing a 'material event' together with details of the merger terms within the time prescribed by the SEC. A Form 14A proxy statement will then be filed with the SEC in the same time period and mailed to its shareholders to approve the deal and certain other corporate organizational matters. The merger company will use the services of a proxy agent to handle communications with its shareholders.

"Our next step will be to meet with our investment bankers in San Francisco, CA next week with respect to capital structure post merger and details of how best to finance our targeted acquisitions pursuant to our roll-up strategy."

About Grifco International, Inc.

Grifco International is a leading provider of oil and gas services equipment, specializing in the conception, architecture, and development of tools for the coil tubing, wire line, and snubbing industries throughout the United States, China, Mexico, South America, the Middle East and Africa. Grifco holds and owns design rights and manufacturing facilities for producing more than 6,000 products for the oil and gas industry with more than 150 clients, boasting the biggest names in the business, including Halliburton , Exxon Mobil Corp, and Schlumberger. For more information, please visit: www.grifco.org.

Forward-Looking Statements

Certain statements in this release, and other written or oral statements made by the Company, including the use of the words "expect," "anticipate," "estimate," "project," "forecast," "outlook," "target," "objective," "plan," "goal," "pursue," "on track," and similar expressions, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of the company to be different from those expressed or implied. The Company assumes no obligation and does not intend to update these forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: competitive and general economic conditions, adverse effects of litigation, the timely development and acceptance of our products and services, significant changes in the competitive environment, the failure to generate or the loss of significant numbers of customers, the loss of senior management or increased government regulation.

Contact Information

  • Contact:
    Chicago Investor Relations LLC
    312.238.9875