To: Leigh McBain who wrote (1261 ) 3/17/1998 7:39:00 PM From: David Reid Respond to of 2011
To ALL, News Release Proposed investment and joint venture with major rig manufacturer Westrend Natural Gas Inc WRN Shares issued 18,885,569 Mar 17 close $0.72 Tue 17 Mar 98 News Release Mr Mark Roberts reports Negotiations are under way between Westrend and the management of International Rigs and Services, whereby Westrend would acquire shares and warrants in International Rigs and Services, a private US company, which is expected to go public on the Nasdaq exchange within 90 days. International Rigs has a binding agreement to acquire a majority interest in SkyTop Brewster Company of Victoria, Texas by way of share exchange, and is engaged in negotiations to acquire 100% of SkyTop's shares. The acquisition agreement calls for the removal of personal guarantees made by two SkyTop directors with respect to US$1.7 million in debt obligations. International Rigs is also negotiating the acquisition of other related oil and gas manufacturing service companies. All of such acquisitions are predicated on share exchange transactions wherein the target companies are independently valued and International Rigs issues shares at US$5.00 equal to each such valuation. Westrend is negotiating its investment at a considerably lower price than US$5.00 per share. Concurrent with this investment will be a joint venture between Taylor Rigs, LLC, one of Westrend's subsidiaries, and SkyTop Brewster Company. SkyTop is a leading international manufacturer of mobile oilfield and environmental drilling equipment and an approved military contractor. Its current facility, which employs over 110 people, has over 20 acres of land that includes 6.5 acres of concrete runway. The main plant includes 25,000 sq ft of enclosed manufacturing space, 10,700 sq ft of warehouse, 4,500 sq ft of office space and a 3,500 sq ft paint shop. In 1996, SkyTop had gross sales of $5.6 million, and in 1997 gross sales climbed to $10.3 million. This trend has continued in 1998 with year-to-date sales standing at approximately $9 million. Skytop is building two 1,500 horsepower complete drilling rig packages for Pride International, formerly Pride Petroleum Services. SkyTop has refurbished over 25 rigs in the last three years for Pride and builds a complete line of STS generating facilities, mud systems and sub structures. SkyTop has entered into a contract with Cal Tech for the construction of two large 650 class service rigs and is negotiating contract with Saudia Aramco. Westrend is negotiating the investment of up to US$1 million with the proceeds expected to be applied to plant expansion of SkyTop's business, retirement or renegotiation of the personally guaranteed debt, if required, and future acquisitions. The monies to be raised by Westrend of up to US$1 million will be raised through one of three options: 1. The exercising of the outstanding $0.60 and $0.80 share purchase warrants of Westrend due in March 1998 and May 1998; 2. Borrowing against the assets of Alamo Logging Services; and 3. The possible cash sale of Alamo. The last option is being contemplated by management on the basis that Westrend shall consolidate and focus on its core business of rig manufacturing. In view of the current strong demand for rigs and worldwide short supply of rigs, management is of the view that the combination of two premier rig manufacturing companies, Taylor Rigs and SkyTop, would bring substantially more value to the shareholders of Westrend. This combination would create the second largest land based service and drilling manufacturing company in the world. SkyTop sells and manufactures primarily the larger 650 class and above service and drilling rig complete packages whereas Taylor Rigs sells and manufactures service rig packages from the 550 class and smaller. The anticipated joint marketing agreement between the two companies should enable both to compliment each other in the domestic and international markets, since SkyTop has international representatives and office locations. The proposed joint venture being negotiated between SkyTop and Taylor Rigs would result in Taylor Rigs using SkyTop's state-of-the-art manufacturing facility to manufacture its line of service and drilling rigs. This would enable Taylor Rigs to take advantage of SkyTop's licence under the American Petroleum Institute specification 4F-0034 and operate a quality system compliant with API-QL, which is required by most international countries and should substantially increase the marketability of Taylor Rigs. Also, this would enable Taylor Rigs to substantially reduce its overhead at its Tulsa facility. This joint venture will also allow Taylor Rigs to manufacture its line of carriers at the SkyTop manufacturing facility, eliminating the necessity for Westrend to make an additional investment estimated to be approximately $500,000 to $750,000 for a facility to manufacture Taylor Rig's carriers. (c) Copyright 1998 Canjex Publishing Ltd. canada-stockwatch.com