CALGARY, ALBERTA--(Marketwire - Sept. 19, 2011) - Further to the press releases of Elson Energy Enterprises Ltd. (TSX VENTURE:EEE.P) ("Elson Energy") dated June 15, 2011 and August 19, 2011, MATRRIX Energy Technologies Inc. ("NewMATRRIX") is pleased to announce its creation pursuant to the amalgamation of Elson Energy and MATRRIX Energy Technologies Inc. ("MATRRIX""), (the "Amalgamation") in which Elson Energy and MATRRIX combined their businesses and operations. The Amalgamation was approved by 100% of the shareholders of each of Elson Energy and MATRRIX who voted on the Amalgamation at each of the special meetings of the shareholders of Elson Energy and MATRRIX held on September 15, 2011. Although neither Elson Energy nor MATRRIX had originally intended to grant options prior to completion of the Amalgamation, immediately upon completion of the Amalgamation, Rodger G. Hawkins, a director of New MATRRIX, was granted stock options to purchase 99,000 common shares of New MATRRIX at an exercise price of $1.00 per common share. The stock options will vest as to one-third one year from the date of grant, one-third two years from the date of grant and one-third three years from the date of grant with each respective one-third expiring one year from the date such options vested.
Due to a service disruption in Alberta's Corporate Registry System, the Amalgamation was consummated today with an effective date of September 15, 2011. Pursuant to the Amalgamation, each outstanding common share of Elson Energy and MATRRIX was exchanged for one (1) common share of New MATRRIX. In addition, all of the issued and outstanding securities of Elson Energy and MATRRIX convertible into common shares of Elson Energy or MATRRIX, respectively, were exchanged for corresponding securities of New MATRRIX on a one-for-one basis. The issued and outstanding share capital of New MATRRIX is currently comprised of 30,721,021 common shares, stock options to purchase 1,916,002 common shares (inclusive of the stock options granted to Rodger G. Hawkins on the date hereof) and agent's options to purchase 1,098,400 common shares. A letter of transmittal was previously mailed to the former Elson Energy and MATRRIX shareholders providing instructions as to how such shareholders should submit their Elson Energy and/or MATRRIX common shares to be exchanged for certificates representing the common shares of New MATRRIX to which they are entitled pursuant to the Amalgamation. New MATRRIX encourages all former shareholders that have not yet done so to submit the letter of transmittal along with their old share certificates to receive their New MATRRIX share certificates.
Pursuant to the terms of the Amalgamation, the board of directors of New MATRRIX consists of Elson J. McDougald, Richard T. Ryan, Donald R. Seaman, Terrance J. Owen, C. Kent Jespersen and Rodger G. Hawkins. The officers of New MATRRIX are:
|Elson J. McDougald||-||Chairman|
|Richard T. Ryan||-||President and Chief Executive Officer|
|Murray Hinz||-||Interim Chief Financial Officer|
|Robert van Bostelen||-||Vice President, Operations|
|Justin E. Ferrara||-||Corporate Secretary|
Elson Energy was a capital pool company under the policies of the TSX Venture Exchange (the "Exchange") and it is intended that the Amalgamation will constitute the qualifying transaction of Elson Energy. The Exchange has provided conditional acceptance of the Amalgamation as Elson Energy's Qualifying Transaction subject to the satisfaction of all of the Exchange's conditions and the issuance of a final bulletin by the Exchange accepting notice of the Amalgamation.
Assuming that all Exchange conditions are satisfied, it is expected that New MATRRIX will trade under the stock symbol "MXX" and will commence trading on or about September 21, 2011.
New MATRRIX is a corporation established under the laws of the Province of Alberta that is engaged in the acquisition and supply of downhole drilling technologies for the oil and gas industry in North America.
Advisory Regarding Forward-Looking Information
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or New MATRRIX's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on New MATRRIX's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the statement pertaining to the Exchange's acceptance of the Amalgamation as Elson Energy's qualifying transaction contains forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information. New MATRRIX disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.