Winalta Inc.

Winalta Inc.

August 07, 2006 13:47 ET

Winalta Inc. Receives Notice that Kos Investments Ltd. will Offer to Acquire 87% of the Common Shares of Winalta

EDMONTON, ALBERTA--(CCNMatthews - Aug. 7, 2006) - Winalta Inc. (TSX VENTURE:WTA.A) announces that Kos Investments Ltd. ("Kos") has formally notified Winalta that Kos will now proceed to make its cash offer to acquire 87% of the common shares of Winalta. Subject to regulatory approval, the price to be paid for the majority shareholder shall be $1.425 per share, and the price for all other shareholders will be $1.50 per share. In the event that regulatory approval is not obtained, the price to be paid will be $1.425 for all shares.

Kos has advised that it expects to mail the offer on or about August 21, 2006.

In the event that more than 87% of the shares are tendered to the offer, Kos will purchase on a pro rata basis 87% of the outstanding shares on a fully diluted basis. The directors of Winalta have determined the offer to be fair from a financial point of view and in the best interest of Winalta and have resolved to recommend that shareholders tender their shares to the offer.

Kos has also entered into an irrevocable Lock-Up Agreement with James Sapara, Alice Sapara and Winmor 7 Inc. whereby they have agreed to tender their 87% share ownership of Winalta to the offer, subject to pro ration.

The offer is intended to be open for acceptance for 35 days following the date of mailing. The offer will be subject to certain customary conditions of completion, including receipt of all necessary regulatory approvals, approval of Winalta's bank, and the absence of any material adverse changes.

Kos Investments Ltd. is a private investment company owned by Artie T. Kos Family Trust and was established upon Mr. Kos selling his oilfield transportation company to an income fund earlier this year. The company makes strategic acquisitions and investments in various businesses.

Winalta Inc. is a producer of manufactured CSA certified homes, modular homes, sitebuilt homes, industrial projects and recreational homes. In addition, through its subsidiary, Vanguard Inc., the Corporation designs, manufactures and wholesales recreational vehicles and industrial oilfield units.

Winalta Inc. shares trade on the TSX Venture Exchange under the symbol "WTA.A".

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

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