ProSep Inc.
TSX : PRP

ProSep Inc.
Produced Water Absorbents, Inc.

Produced Water Absorbents, Inc.

November 15, 2013 12:11 ET

ProSep Inc. Announces the Completion of the Sale of Subtantially All of its Assets to Produced Water Absorbents, Inc.

MONTREAL, QUEBEC--(Marketwired - Nov. 15, 2013) - ProSep Inc. (TSX:PRP) (the "Company") announced today that it has completed its previously announced sale of substantially all of its assets, including all of the shares of the Company's direct subsidiaries (the "Sale Transaction"), to a wholly-owned subsidiary of Produced Water Absorbents, Inc., PWA ProSep, Inc. ("PWA") pursuant to an asset purchase agreement dated as of October 23, 2013. As a result of the completion of the Sale Transaction, the Company no longer has any commercial activities and will change its name to 2907160 Canada Inc. The business of the Company's subsidiaries will continue to be carried on by PWA.

The Company is currently under creditor protection pursuant to the Companies' Creditors Arrangement Act (Canada) (the "CCAA"). The Sale Transaction was approved by the Superior Court of Quebec (Commercial Division) (the "Court") on October 28, 2013.

The net proceeds from the Sale Transaction are being held by the CCAA Court-appointed monitor, KPMG Inc. (the "Monitor") and will be utilized or released pursuant to current orders of the Court and such further order of the Court as may be granted from time to time. Prior to any distribution of the net proceeds held by the Monitor to the creditors of the Company, a court-approved claims process will be undertaken to identify creditor claims against the Company and adjudicate or resolve claims filed. The timing and amount of any distribution to be paid to creditors of the Company cannot be determined at this time. However, it is expected that there will be no recovery for the Company's shareholders after settlement of creditors' claims.

Upon completion of the distribution of the net proceeds, the existing directors of the Company will resign and it is intended that the Company be dissolved.

About PWA

Produced Water Absorbents, Inc. (PWA) is a technology company which provides waste treatment solutions and services to the oil and gas industry. It was founded in 2011 when venture capital funding was secured from Energy Ventures of Norway and Harris and Harris Group, Inc. from the USA. The foundation of the offering is a patented, regenerable and game-changing technology called Osorb® Media. Osorb adsorbs free, dispersed and soluble hydrocarbons from produced water and other waste water streams to meet or exceed environmental discharge requirements. Osorb also removes C4 and heavier hydrocarbons from gas streams to improve the value of sales gas (hydrocarbon dew point reduction), improve burner efficiency (including flares), and to control other environmental gaseous emissions. For more information, please visit http://www.pwasystems.com.

Caution concerning forward-looking statements

This press release may contain forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements can generally be identified by the use of the conditional tense, the words "may", "should", "would", "believe", "plan", "expect", "intend", "anticipate", "estimate", "foresee", "objective" or "continue" or the negative of these terms or variations of them or words and expressions of similar nature and includes, but is not necessarily limited to, suggestions of future outcomes, including, in particular, forward-looking statements regarding the expected timetable for determination and payment of creditor claims, the Court review under the CCAA proceedings and the approvals required thereunder, the ability of the Company to pay all of its creditors. These forward-looking statements are based on, among other things, management's assumptions, expectations, estimates, objectives, plans and intentions as of the date hereof. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Because forward-looking statements address future events and conditions, by their very nature they involve numerous inherent risks and uncertainties that contribute to the possibility that the forward-looking statements may prove to be incorrect.
The Company cannot assure investors that any of these forward-looking statements will prove to be accurate. Further, if any of these statements are inaccurate, the inaccuracy may be material. Actual performance and results could differ materially from those currently anticipated in the forward-looking statements due to a number of factors and risks. Some of the factors that could cause such differences include, but are not limited to: the ability of the Company to complete the creditor claims process and distribute any amounts in connection with that process, the discretion of the Court in the CCAA proceedings, delays resulting from or inability to obtain required approvals. Assumptions, expectations and estimates made in the preparation of forward-looking statements and risks that could cause actual results to differ materially from current expectations are further discussed under "Selected Risks" in the latest MD&A. In light of the significant risks and uncertainties in these forward-looking statements, investors should not place undue reliance on or regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives, strategies and plans in any specified time frame, if at all. The forward-looking statements contained or incorporated by reference in this press release relate only to events as of the date on which the statements are made. Except as required under applicable securities legislation, the Company does not undertake to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

  • Jacques L. Drouin
    President and CEO
    (514) 522-5550 ext. 226