(Source: MARKETWIRE)

Dobhai Ventures Inc. ("Dobhai") (TSX VENTURE: DOB.P) is pleased to announce that it has entered into a letter of intent (the "LOI") dated effective August 26, 2009 with Produced Water Solutions Inc. ("PWS"), a company incorporated in Alberta in 2005, for the acquisition of all the issued and outstanding securities of PWS (the "Acquisition"). PWS is a startup company that has developed a proprietary technology to be used for Produced Water cleanup in the oil and gas industry. The LOI has been entered into in conjunction with an Assignment Agreement (the "Assignment") between Dobhai, PWS and Montana Mining Corp ("Montana"), a Nevada Corporation.
It is anticipated that the Acquisition will constitute Dobhai's Qualifying Transaction under the applicable policies of the TSX Venture TSX-V (the "TSX-V"). The principle elements of the Acquisition, which are described in greater detail below, are:
- post-Acquisition, PWS will become a wholly-owned subsidiary of Dobhai and the business of PWS will become the business of Dobhai;
- Dobhai will acquire from the PWS Shareholders all issued and outstanding shares of PWS ("PWS Shares"), free and clear of all encumbrances, in consideration for a total of 9,333,333 Dobhai Shares. The Dobhai Shares to be issued for all of the PWS Shares will represent approximately 40% of the share capital of Dobhai based on the current number of outstanding shares and before taking into account future shares issuances and the exercise of convertible securities;
- the closing of a concurrent private placement financing of Dobhai of $2 million (the "Private Placement");
- the board of Dobhai being reformed to five members, of which one will be a nominee of Dobhai, two of which will be nominees of the PWS Shareholders, and two of which will be independent directors agreed upon by Dobhai and the PWS Shareholders. All Dobhai and PWS Shareholders nominees must be mutually acceptable to Dobhai, PWS and the TSX-V; and
- Mr. Al Radford, the President and CEO of PWS, will become the CEO of Dobhai and the Chief Financial Officer of Dobhai will be appointed by Dobhai's nominee to the board with approval by the other directors;
The principle elements of the Assignment are as follows:
- Montana entered into a share exchange agreement with PWS in November 2008;
- in consideration of the Assignment, subject to the completion of the Dobhai Acquisition of PWS, Dobhai hereby grants to Montana a two and one half percent (2 1/2%) royalty on all net revenue that is actually received by Dobhai or PWS from the "Produced Water" services provided by PWS to the oil and gas industry using PWS' reverse osmosis and ultra-filtration technology during the period ending thirty six (36) months from the date of this Assignment. Notwithstanding the foregoing, the maximum total royalty payment due to Montana is one million United States dollars (US$1,000,000); and
- Within ten (10) days of the completion of the Acquisition, Dobhai shall pay to Montana a cash payment of one hundred and thirty five thousand United States dollars (US$135,000).
PWS has identified a significantly underdeveloped segment within the Oilfield Service industry. Produced Water is defined as "saline water present in an underground formation that is brought to the surface through oil and gas production". Comprising 98% of the total waste volume in the oil & gas industry, produced water is by far the largest by-product or waste stream associated with oil and gas production. PWS has developed and manufactured a processing system, the Produced Water Processing Plant ("PWPP"), housed in mobile units that cost effectively treats produced water to satisfy the need to reuse and recycle an increasingly valuable resource, water. PWS' PWPP is well positioned to serve this segment of the market because of its experienced management team in oilfield service, particularly produced water disposal, and the development of its cost effective PWPP.
In 2008 PWS built a prototype PWPP and conducted a successful pilot test in partnership with Nexen Inc. PWS also received a $115,000 Canadian Environmental Technology Advancement Corporation - West ("CETAC-WEST") grant from the government of Alberta for developing innovative technologies in the oil and gas industry.
Alberta currently disposes of 265 million cubic meters (1) of produced water per year (1.7 billion barrels). In 1999, the worldwide market for produced water treatment was 77 billion barrels, up from 19 billion barrels in 1995. As oil & gas wells age, there will only be more water produced in these wells.
(1) http://www.ptac.org/etalk/dl/HighTDS.pdf pg 8
The PWPP is designed to recycle oil field water (Produced Water) in the field by using special Ultra Filtration and Reverse Osmosis technology, which have been widely and effectively used in desalinization of seawater.
There are several potential market opportunities that PWS has identified:
- Saline Water Source Wells - Desalinating water from saline aquifers for an alternative water supply to oil and gas companies.
- Shallow Gas and Coal Bed Methane Wells - A large volume of produced water is produced in the early stages of wet coal bed methane well development. Additionally, coal bed methane is a fast growing source of natural gas and is a rapidly growing market opportunity.
- Fracturing Flow Back - Applying the PWS' technology in this procedure, allows the oil and gas companies to reuse fracture water that flows back to the surface in other fractures. This eliminates the need to transport large volumes of fresh water in and disposal water out.
PWS' proprietary technology provides oil and gas companies with the ability to reuse 50% to 80% of the water that gets processed by the PWPP. This can translate into significant economic and environmental savings by the oil & gas companies. Produced water transport (trucking) and disposal fees are reduced and companies can brand themselves as being "green", due to less usage of fresh water. There may also be an opportunity for carbon credits due to the fact there will be significantly less CO2 generated in operating the PWPP than in transporting and disposing of the same volume of produced water.
PWS intends to process the produced water to a reusable standard in accordance with the Canadian Council of the Ministers of the Environment (CCME) Aquatic Guidelines. The processed water can have many beneficial uses not only for the oil and gas industry such as underground injection and fracturing, but also for other applications including industrial and agricultural usage (livestock & irrigation) and hydrological purposes.
Additionally, PWS' technology and processing system works within conventional methods of produced water handling; therefore it does not require oil and gas companies to change their current produced water management systems. It will add to them, enhancing the current system in place in order to maximize the reuse and recycling of produced water and to minimize disposal. This will provide for minimal operational disruptions.