Crossfire Holdings Inc. to Acquire Oil & Gas Services Companies and Conduct Private Placement.CALGARY, Alberta -- Crossfire A multi-GPU interface from ATI for connecting two ATI display adapters together for faster graphics rendering on one monitor. CrossFire machines require PCI Express slots, a CrossFire-enabled motherboard and, depending on which models are used, either a pair of ATI Radeon adapters or one Holdings Inc. ("Crossfire" and/or the "Company") (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension VENTURE:CFE CFE Conventional Forces in Europe (treaty) CFE Cash Flow to Equity (finance/accounting) CFE Comisión Federal de Electricidad (México) CFE Certified Fraud Examiner ) today announced it has executed separate purchase agreements dated February 3, 2006 to acquire three Alberta based private companies providing oilfield construction services to the Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma. oil and gas industry. Acquisitions Waylan Maintenance Ltd. Crossfire has agreed to acquire all of the issued shares of Waylan Maintenance Ltd. ("Waylan") incorporated under the Business Corporations Act (Alberta) for total consideration of $6,000,000 payable $3,000,000 in cash, $1,000,000 with interest at prime rate through the issuance of a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. payable in equal installments on January 1, 2007 and January 1, 2008 and $2,000,000 by the issuance of 2,000,000 Common Shares of Crossfire with a deemed value of $1.00 each. Crossfire will also assume outstanding debt of approximately $500,000 in conjunction with the acquisition. Waylan is based in Grande Prairie, Alberta “Grande Prairie” redirects here. For the city in Texas, see Grand Prairie, Texas. Grande Prairie is the main city in the northwestern part of the province of Alberta in Western Canada. and provides oilfield construction services including pipeline and facility construction and maintenance services. Waylan is owned and operated by Lyall Dingeldein and Jack Berg, both of Grande Prairie, Alberta. Mr. Berg and Mr. Dingeldein will continue to operate Waylan once the acquisition is closed. The following summary financial information is taken from Waylan's unaudited financial statements prepared December 13, 2005 for the year ended September 30, 2005. Revenue $10,397,73 3 Net Loss $ 31,497 Total Assets $3,938,551 Total Liabilities $3,965,334 Pro-V Industries Inc. Crossfire has also agreed to acquire all of the issued shares of Prov-V Industries Inc. (Pro-V) incorporated under the Business Corporations Act (Alberta) for total consideration of $2,495,000 payable $895,000 in cash and $1,600,000 by the issuance of 1,600,000 Shares of Crossfire with a deemed value of $1.00 each. Crossfire will also assume outstanding debt of approximately $470,000 in connection with the acquisition. Pro-V is based in Acheson (Edmonton), Alberta and provides professional engineering and maintenance field services to the oil and gas, pulp and paper, petrochemical petrochemical, any one of a large group of chemicals derived from a component of petroleum or natural gas. The cracking processes for manufacturing gasoline produce vast quantities of gaseous hydrocarbons. and utility industries. Pro-V is owned and operated by Greg Prinsen, of St. Albert, Alberta St. Albert is a city in Alberta, located northwest of Edmonton, on the Sturgeon River. It was originally settled as a French Catholic community, and is now an affluent suburb. , and Vern Krikke, of Stony Plain, Alberta Stony Plain is a large town in rural Alberta, Canada, just west of Edmonton. Stony Plain is a rapidly growing town with strong historical roots. It is located west of Spruce Grove and surrounded by Parkland County. The town is governed by one mayor and six councillors. . Mr. Prinsen and Mr. Krikke will continue to operate Pro-V once the acquisition is closed. The following summary financial information is taken from Pro-V's unaudited financial statements prepared October 28, 2005 for the year ended July 31, 2005. Revenue $ 3,340,703 Net Income $ 181,322 Total Assets $ 1,067,853 Total Liabilities $ 988,817 Dynacorp Fabricators Inc. Crossfire has also agreed to acquire all of the issued shares of Dynacorp Fabricators Inc. (Dynacorp) incorporated under the Business Corporations Act (Alberta) for total consideration of $2,500,000 payable $1,000,000 in cash and $1,500,000 by the issuance of 1,500,000 Shares of Crossfire with a deemed value of $1.00 per Share. Crossfire will also assume outstanding debt of approximately $1.6 million in conjunction with the acquisition. Dynacorp provides design and fabrication fabrication (fab´rikā´sh  n),n the construction or making of a restoration. services including all types of process equipment and oilfield facility equipment. Dynacorp has manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. in Calgary and Grande Prarie, Alberta. Dynacorp is owned and operated by Ed Wright, Justin Morin, and Jarret Mann, all of Calgary, Alberta, and Ian Rheaume, of Grande Prairie, Alberta, who will continue to operate Dynacorp once the acquisition is closed. Ed Wright has agreed to assume the position of Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Crossfire once the acquisitions are closed. The following summary financial information is taken from Dynacorp's unaudited financial statements prepared August 29, 2005 for the year ended July 31, 2005. Sales $13,221,690 Net Income $ 226,569 Total Assets $ 4,131,561 Total Liabilities $ 3,781,118 Each of the foregoing acquisitions is an "Arm's Length Transaction Arm's Length Transaction A transaction in which the buyers and sellers of a product act independently of each other and have no relationship to each other. Notes: Such a transaction is absent of any pressure sales tactics or relationships among the various parties. " under the Policies of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. . Crossfire intends to apply to the TSX Venture Exchange for an exemption from Sponsorship requirements that would otherwise be applicable to the acquisitions under the Policies of the TSX Venture Exchange. Trading in Crossfire's shares on the TSX Venture Exchange will remain halted until the exemption is obtained. There is no assurance that an exemption will be obtained. A further news release will be issued if an exemption is obtained. Each of the foregoing acquisitions is subject to satisfaction of a number of conditions, including completion of the private placement discussed below and regulatory approval. Private Placement Crossfire intends to complete a $10,000,000 brokered private placement of 10,000,000 Common Shares at $1.00 per Share ("Placement"). Proceeds of the Placement, net of transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). , will be used to pay the cash portion of the purchase price of the acquisitions, retire $1.3 million of debt assumed as part of the acquisitions, fund capital expenditures of approximately $2.5 million and provide approximately $450,000 to supplement working capital. Completion of the transactions described above is subject to a number of conditions, including Exchange acceptance and disinterested Free from bias, prejudice, or partiality. A disinterested witness is one who has no interest in the case at bar, or matter in issue, and is legally competent to give testimony. Shareholder approval. The transactions cannot close until the required Shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Crossfire should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved the contents of this press release. The TSX Venture Exchange does not accept responsibility for the ad equacy or accuracy of this release. Crossfire Holdings Inc. (TSX VENTURE:CFE) |
|
||||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion