Pure Technologies to Acquire Pressure Pipe Inspection Co.

Pure Technologies Ltd. (TSX-V:PUR) announced today that it has agreed with the shareholders of The Pressure Pipe Inspection Company Ltd. (PPIC) to purchase all of the issued and outstanding shares of PPIC for up to $34.9 million in cash and common stock of Pure.

The Boards of Directors of both companies have approved the transaction, subject to certain conditions and to the approval of the TSX Venture Exchange. The transaction is expected to close on or before Aug. 31, 2010.

PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a leader in large diameter water and wastewater pipeline condition assessment. PPIC is currently active in North America (including Mexico), South America, the Philippines and Hong Kong. For the fiscal year ended September 30, 2009, PPIC had revenues of $14.6 million.

The base purchase price is $30 million, with provision for a maximum additional payment of $4.9 million based on PPIC’s revenues exceeding $20 million for the fiscal year ended Sept. 30, 2010. It is anticipated that the consideration will be paid in the form of approximately 29 percent in cash and 71 percent in Pure common stock, to be issued, subject to TSX Venture Exchange approval, at $4.44 per share, which issue price was negotiated as part of the transaction. Emerald Technology Ventures, PPIC’s largest shareholder, will have the right to nominate one director to Pure’s Board of Directors. Subject to TSX Venture Exchange approval upon closing the transaction, Scott MacDonald, Partner with Emerald Technology Ventures, will join Pure’s Board of Directors.

Dr. Brian Mergelas will remain the Chief Executive Officer of PPIC until the transaction close, to which point he has agreed to accept the position of Senior Vice-President, Corporate Strategy & Development, with Pure.

 

About Pure Technologies Ltd.

Pure Technologies Ltd. is an international asset management technology and services company, which has developed patented technologies for inspection, monitoring and management of critical infrastructure around the world.

 

About The Pressure Pipe Inspection Company

PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a recognized provider of large-diameter water and wastewater pipeline condition assessment. PPIC was founded in 1997 to commercialize RFEC/TC, an electromagnetic inspection technology for prestressed concrete pipes developed by David Atherton, Professor of Physics at Queen’s University, Kingston, Ontario. In 2008, PPIC purchased the worldwide rights (excluding the

United Kingdom and Ireland) to Sahara, a leak detection system for large-diameter pipelines developed by WRc plc.