Wenzel Downhole Tools Ltd.
TSX : WZL

Wenzel Downhole Tools Ltd.

April 05, 2006 18:49 ET

Wenzel Downhole Tools Ltd. Responds to Tender and Voting Agreements Previously Announced

CALGARY, ALBERTA--(CCNMatthews - April 5, 2006) - Wenzel Downhole Tools Ltd. (TSX:WZL) (the "Company") wishes to respond to the press release dated April 4, 2006 (the "High Arctic Press Release") issued by High Arctic Energy Services Trust ("High Arctic") in which High Arctic announced it had entered into tender agreements with some of the Company's shareholders and is using Wolverton Securities Ltd. as its financial advisor. The press release mentioned that the tender agreements represent 15,403,774 shares (the "Tendered Shares") including preferred shares, being 40% of the shares on a fully diluted basis.

The Company believes High Arctic has overstated the percentage of outstanding voting shares the Tendered Shares represent. Of the Tendered Shares, the Company believes that 4,600,000 of the Tendered Shares are preferred shares controlled by Doug Wenzel, which are non-voting and subject to strict conditions on conversion and sale. The Company understands that Doug Wenzel is still subject to a cease trade order issued by the Alberta Securities Commission ("ASC") on March 19, 2004, which was extended on April 2, 2004. The hearing into the matters described in the ASC's related Notice of Hearing has not yet been heard and the Company is not aware of a settlement agreement with the ASC concerning those matters.

The Company has not been formally approached by any party regarding any plan of arrangement, amalgamation, merger, takeover bid, tender offer or other business combination. Until High Arctic issued the High Arctic Press Release, the Company was not aware of the execution by the Tendering Shareholders of the Tender Agreements. The Company believes there are many regulatory issues to be resolved before the Tendering Shareholders can proceed with selling their shares to High Arctic under any tender agreement.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this release

Contact Information

  • Wenzel Downhole Tools Ltd.
    Harvie Andre
    President and CEO
    (403) 205-6696
    (403) 265-8154 (FAX)
    or
    Wenzel Downhole Tools Ltd.
    Ron Dooley
    Chief Financial Officer
    (403) 205-6696
    (403) 265-8154 (FAX)