Winalta Inc.
TSX VENTURE : WTA.A

Winalta Inc.

March 23, 2005 20:01 ET

Winalta Inc.: Announcement of Annual General and Special Shareholder Meeting and Going Private Transaction


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: WINALTA INC.

TSX VENTURE SYMBOL: WTA.A

MARCH 23, 2005 - 20:01 ET

Winalta Inc.: Announcement of Annual General and
Special Shareholder Meeting and Going Private
Transaction

EDMONTON, ALBERTA--(CCNMatthews - March 23, 2005) - Winalta Inc. (TSX
VENTURE:WTA.A) (the "Corporation") announces that it has called an
annual and special meeting of shareholders to be held on April 26, 2005
(the "Meeting"). At the Meeting, shareholders will be asked to (1)
receive and consider the financial statements of the Corporation for the
year ended October 31, 2004 and the Auditor's Report thereon; (2) fix
the number of Directors to be elected at the meeting at four and to
elect Directors for the ensuing year; (3) appoint Auditors for the
ensuing year and authorize the Directors to fix their remuneration; and
(4) approve, as a special resolution, a consolidation of the
Corporation's Class "A" Common Shares on the basis of one (1) post
consolidated share for each 1,000,000 Class "A" Common shares previously
outstanding. No fractional shares will be issued as a result of the
consolidation, and shareholders entitled to receive less than one (1)
Class "A" Common share will receive a cash payment based on $0.60 per
pre-consolidated share held. Shareholders receiving more than one (1)
Class "A" Common share as a result of the consolidation will receive
such whole Class "A" Common shares and any fractional shares will be
rounded up or down to the nearest whole number. Such shareholders will
not receive a cash payment.

The effect of the share consolidation will be to reduce the number of
shareholders in the Corporation such that the Corporation will no longer
meet the distribution requirements of the TSX Venture Exchange (the
"Exchange"). As such, the share consolidation may be a going private
transaction form of business combination as referred to in the
Exchange's Policy 5.9.

The board of directors of the Corporation advises that an independent
special committee was struck on February 1, 2005 to review the going
private transaction.

Following consideration of the results of this review, and upon approval
by the independent special committee, it was the unanimous decision of
the board of directors that it was in the best interests for the
Corporation to continue as a non-listed company.

In order to assist the Corporation's board of directors in its review of
the proposed share consolidation, management prepared its own internal
valuation of the Corporation's Class "A" Common Shares and the
independent committee of the board of directors commissioned the
preparation of an independent informal assessment of management's
valuation of the Corporation's Class "A" Common shares. No other
valuations related to the Corporation have been prepared in the last
twenty-four months.

The special resolution to approve the consolidation requires the
approval of two-thirds (2/3) of the votes cast at the meeting in
accordance with the provisions of the Business Corporations Act
(Alberta). While not required to do so pursuant to the Business
Corporations Act (Alberta), the Corporation has agreed that it will, as
a term of the proposed transaction, provide to Shareholders the right to
dissent in respect of the special resolution. If the proposed
transaction is completed, dissenting shareholders who comply with the
procedures set forth in the Business Corporations Act (Alberta) will be
entitled to be paid the fair value of their Class "A" Common Shares.

An application to delist the Class "A" Common shares of the Corporation
from the Exchange and an application for an order that the Corporation
cease to be a reporting issuer under applicable securities legislation
are expected to be made immediately following shareholder approval of
the share consolidation.

THIS NEWS RELEASE WAS PREPARED BY MANAGEMENT OF THE CORPORATION AND THEY
ACCEPT FULL RESPONSIBILITY FOR ITS ACCURACY.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Winalta Inc.
    James A. Sapara
    Chairman and CEO
    (780) 960-6900
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of the content of this news
    release.