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Thermatrix Announces Plan of Reorganization

Business Wire, Jan 5, 2001

Business Editors


KNOXVILLE, Tenn.--(BUSINESS WIRE)--Jan. 5, 2001 -- Thermatrix Inc. (OTC:TMXIQ) announced today that the United States Bankruptcy Court, Central District of California has determined that the Second Amended Disclosure Statement that accompanies the Second Amended Plan of Reorganization, originally filed November 21, 2000, contained adequate information and that the Company was authorized to disseminate the Second Amended Reorganization Plan and Disclosure Statement to creditors and interest holders and to solicit consents. The Plan and Disclosure Statement will be mailed on January 8, 2001. A copy of both documents will be available on the Company web site (www.thermatrix.com) on January 9, 2001.


The Plan is a reorganizing plan by Thermatrix and a liquidating plan by Wahlco, Inc. ("Wahlco") and Wahlco Engineered Products, Inc. ("WEP") and was proposed jointly by the Debtors-in- Possession and the Official Committee of Creditors Holding Unsecured Claims (the "Creditors' Committee"). The confirmation hearing on the Plan is scheduled for February 13, 2001 and the Effective Date of the Plan is expected to be on or about February 28, 2001.


As previously announced, the proponents seek to accomplish payments under the Plan from (1) revenues generated from the business operations of Thermatrix; (2) an advance payment from The Dow Chemical Company on a contract utilizing the Thermatrix FTO technology; (3) the issuance of new subordinated debt; (4) a new revolving line of credit; and (5) the sale of the assets of Wahlco and WEP.


The closing of $3.25 million of new subordinated debt and a $3.0 million line of credit will becompleted on or about the Effective Date. As previously announced, the bankruptcy court has approved the sale of the assets of Wahlco and WEP. The Company expects that both sales will be completed by January 15, 2001.


Under the provisions of the Plan, unsecured creditors will receive $0.40 in full settlement of each dollar of allowed claim. The existing Preferred and Common Stock of Thermatrix, as well as all stock options, warrants and other such instruments, will be cancelled. As such, the Company does not believe these shares will have any value. A total of 20,000,000 shares of New Common Stock will be issued to the providers of the new subordinated debt and the existing Preferred shareholders.


"We believe the proposed Plan, which was developed in concert with the Creditors' Committee, is the most appropriate way of settling the bankruptcy estates," said Daniel S. Tedone, President and Chief Executive Officer. "When the Plan is confirmed, a highly-focused, revitalized Thermatrix will emerge from Chapter 11 protection and be better able to supply and service its customers on a global basis in its core business -- the application of its flameless thermal oxidation technology."


Thermatrix is an industrial company providing air pollution control solutions, based on its unique and patented thermal oxidation technology, to the global market of continuously operating facilities. The technology may be employed in a highly effective manner across a broad range of industries that include refining, chemical, pharmaceutical, pulp and paper, and industrial manufacturing.

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Actual results could differ materially from those projected due to various factors including the outcome of the Chapter 11 proceeding, as well as the risk factors reported in Form 10K and such other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated events.


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