Pro Forma
Pro Forma (unaudited)
----------------------
Total revenue $35,168,152
Net earnings (loss) $(1,857,318)(1)
Current assets $14,443,521
Total assets $38,592,596
Current liabilities $10,094,680
Total liabilities $27,973,403
Note:
(1) Net of discretionary management compensation of $4,600,417 for the twelve month period ended September 30, 2005 relating to discretionary management fees and bonuses. Upon completion of the Transactions, this discretionary management compensation will cease in accordance with new management compensation arrangements.
Calgary Septic
Calgary Septic through CSC Ltd., its wholly-owned subsidiary, carries on the business of supplying the commercial and oil and gas industries in Southern Alberta with services including hydro vacuuming, tank and vessel cleaning, high pressure and steam washing, tank inspections, transport and disposal of dangerous goods and 24-hour emergency response.
The Corporation acquired all of the issued and outstanding securities of Calgary Septic in consideration of $4 million paid in cash and by the issue of 5.4 million Cordy Shares issued at the deemed price of $0.98 per share. Concurrently with the completion of the acquisition of Calgary Septic, the Corporation issued to employees and consultants of Calgary Septic a total of 410,000 options to acquire Cordy Shares with an exercise price of $1.18 per share.
Mesken
Mesken specializes in road construction and other earth moving endeavours including oil field lease construction and reclamation. Mesken provides equipment, labour and expertise for the building of infrastructure including highways, municipal roads, subdivision roads and oilfield construction.
The Corporation acquired all of the issued and outstanding securities of Mesken in consideration of $4.5 million paid in cash and by the issue of 3.0 million Cordy Shares issued at the deemed price of $1.20 per share. Concurrently with the completion of the acquisition of Mesken, the Corporation issued to employees and consultants of Mesken a total of 450,000 options to acquire Cordy Shares with an exercise price of $1.50 per share.
NWP
NWP is a small-diameter pipeline and facilities construction company providing service to major oil and gas producers active in the Peace River Region of Northwestern Alberta and Northeastern British Columbia since 1999.
The Corporation acquired all of the issued and outstanding securities of NWP in consideration of $4.5 million paid in cash and by the issue of 2.0 million Cordy Shares issued at the deemed price of $1.50 per share. Concurrently with the completion of the acquisition of NWP, the Corporation issued to employees and consultants of NWP a total of 450,000 options to acquire Cordy Shares with an exercise price of $1.50 per share.
Coverall
Coverall specializes in small diameter pipeline construction, the construction of wellhead facilities and compressor installation and has provided service to major oil and gas producers active in the Sundre Region of West Central Alberta since 1983.
The Corporation acquired all of the issued and outstanding securities of Coverall in consideration of $2.2 million paid in cash and by the issue of 400,000 Cordy Shares issued at the deemed price of $1.50 per share. Concurrently with the completion of the acquisition of Coverall, the Corporation issued to employees and consultants of Coverall a total of 250,000 options to acquire Cordy Shares with an exercise price of $1.50 per share.
Escrow
All 10.8 million of the Cordy Shares issued as partial consideration for each of Calgary Septic, Mesken, NWP and Coverall have been deposited into escrow with Computershare Trust Company of Canada pursuant to the terms of an escrow agreement (the "Escrow Agreement") dated January 31, 2006. In addition, the Cordy Shares and other securities of the Corporation held by Principals of the Corporation have also been deposited under the Escrow Agreement. The following securities of the Corporation are now held under the Escrow Agreement: 29,089,218 Cordy Shares (approximately 59% of the total number issued and outstanding), debentures in the principal amount of $2,728,000 (approximately 18% of the total principal amount issued and outstanding), 1,000,000 Cordy Share purchase warrants with an exercise price of $1.00 per share (approximately 20% of the total number issued and outstanding) and 272,800 Cordy Share purchase warrants with an exercise price of $1.50 per share (approximately 18% of the total number issued and outstanding). The securities held in escrow will be released as to 25% on the date on which the Exchange issued its final acceptance of the Transaction and as to an additional 25% on each of the six, 12 and 18 month anniversaries of such date.
Filing Statement
Additional details of the terms of the Transactions and information regarding each of the Corporation, Calgary Septic, Mesken, NWP and Coverall are contained in the Corporation's filing statement dated January 24, 2006 , a copy of which is available on SEDAR at www.sedar.com.
Exchange Acceptance
Final acceptance of the Transactions by the TSX Venture Exchange is subject to the Corporation fulfilling all of the requirements of the Exchange, including obtaining the written consent to the Transactions from shareholders of the Corporation holding not less than 50% plus 1 of the issued and outstanding Cordy Shares.
Sponsorship
Pursuant to the policies of the Exchange, Blackmont Capital Inc. is acting as sponsor with respect to the Transactions. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transactions.