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2/17/00 - Agreement to Sell Taylor Rig Interest
WESTREND (OIL & GAS) TECHNOLOGIES CORP. ("WRN-V") - Agreement to Sell Taylor Rig Interest
Kelly Fielder, President & Director of Westrend (Oil & Gas) Technologies Corp. announces that, subject to regulatory and shareholder acceptance, it has entered into an Agreement of purchase and sale whereby the Company has agreed to a redemption of its interest in Taylor Rig, LLC of Tulsa, Oklahoma for a cash purchase price of U.S.$600,000.00. The purchase price is payable by way of a nominal down payment, a $25,000 payment by the end of July, 2000, and the balance thereafter by way of Taylor Rig making monthly payments equal to 1.5% of its gross sales. The Company currently holds a 72.5% interest in Taylor Rig; however, an overriding shareholders agreement irrevocably delegates management of Taylor Rig until 2004 to Oscar Taylor and Brett Taylor, the minority interest holders. The Agreement provides that while the Company's interest in Taylor Rig can be redeemed in increments down to the Company holding 50.5% of Taylor Rig, the majority interest must be fully paid for before it is redeemed. If regulatory acceptance cannot be obtained, or is not otherwise waived, Taylor Rig will have the option of requiring the Company to repay any purchase monies paid together with interest at 15% per annum. Until the redemption is complete, the Company will continue to hold a seat on the Board of Taylor Rig and participate in fundamental decisions of management.
Management negotiated this Agreement after consultation with the Company's U.S. accountant who obtained full access to the books and records of Taylor Rig in connection with the preparation of Company financial statements. Despite strength in oil & gas prices, Taylor Rig has not experienced any increasing demand for the service rigs that It produces. Furthermore, Taylor Rig has limited cash resources and limited net assets, Taylor Rig management have expressed an intention of diversifying into one or more new businesses which will require an injection of capital. Such funding will have to come from a new group as the Company has limited resources and Company management plan on locating a non-resource acquisition target towards creating shareholder value. It was also evident that Taylor Rig management were hampared in attracting new capital with Taylor Rig's existing share structure. Finally, Taylor Rig management feel they now have a strong incentive to develop the business of Taylor Rig.
Update on Company Status
Company management also wish to confirm that Alamo Wireline Inc., in which the Company holds a 50% interest, is currently dormant. Alamo is currently indebted to the other 50% shareholder, Hartfield Services, by an amount that exceeds the net assets of Alamo. A proposal has been made by Hartfield for reactivation of Alamo, however, such proposal provides for the Company to fund all such reactivation activities. Management are considering various courses of action, with a disposition for nominal consideration quite likely.
Management also wish to confirm that there have been delays with its U.S. accountants in preparing the necessary financial statements of the Company for filing with the British Columbia Securities Commission towards lifting the cease trade order currently outstanding against the Company. Management have notified the accountants that the completion of the financial statements is of the highest priority, Management will be taking all necessary steps, subject to its limited resources, to push this process forward. Management are concurrently working on a reactivation of the Company and addressing certain past disclosure deficiencies raised by the Commission.
The Company is pleased to announce the appointment of Vera Neate of Vancouver as the Secretary of the Company. TEL: (604) 646-8888
Westrend (Oil & Gas) Technologies Corp.
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