|By Marketwired .||
|August 7, 2014 06:36 PM EDT||
PHOENIX, AZ--(Marketwired - August 07, 2014) - Core Resource Management, Inc. (OTCQB: CRMI) ("Core") (www.coreresource.net) ; Core Resource Management is a Phoenix-based oil & gas company engaged in the acquisition of existing oil & gas production in partnership with established oil & gas operators in Texas and the Southwest.
Core proudly announces that it has entered into a Preliminary Agreement to Acquire NITRO Petroleum, Inc. ("NITRO")(www.nitro-petroleum.com), an Oklahoma-based oil & gas drilling and production company, that holds undervalued drilling prospects in the mid-continent region of the United States. Nitro focuses heavily on creating both growth and value through developmental drilling and carefully screened mineral "plays" located in proven undeveloped or overlooked fields. In addition, NTRO and CRMI have signed an Exclusivity agreement governing the stand-still period during the time prior to closing and pending regulatory approval.
The agreement stipulates that CRMI will fund the purchase of NTRO Capital Stock with CRMI shares. The merger will be transacted through a wholly owned subsidiary of CRMI, with NTRO becoming a wholly owned subsidiary of CRMI. The funding amount will provide NTRO shareholder with shares of CRMI at a ratio of 10.5 to 1 (derived as a Premium to a three month fair market value stock price, looked back and weighted over that period). The acquisition is pending all regulatory requirements, approvals, and proxy requirement. Tax and Regulatory reporting will be consolidated after closing as governed by US Tax code and regulatory guidance.
Principals Mr. James Borem, NTRO, Chief Executive Officer and Board Chairman, and Mr. Larry Wise, NTRO, Chief Operating Officer and Board member have entered into pending employment contracts to continue to operate NTRO assets after acquisition under the new management structure.
Chief Executive Officer James Clark commented, "The merger is important to the Company's continued growth and advancement of Core's mission to acquire and manage low-risk oil and gas projects. It will help grow our revenue base and scale us into the new and exciting United States regions in oil and gas sector." "Further, the addition of NTRO key management will enhance our ability to evaluate new opportunities and potential targets better and more efficiently, as well as strengthening our risk management model in the field." Clark continued, "I feel we are advancing readily in growth stage of our business model."
This press release statement is being made in accordance with Securities and Exchange Commission Guidelines for 8-K reporting, Item 1.01, disclosure of a material definitive agreement.
Forward Looking Statements: Statements which are not historical facts contained in this release are forward looking statements, such as "growth stage " that involve risks and uncertainties, including but not limited to, the effect of economic conditions, the impact of competition, the results of financing efforts, changes in consumers' preferences and trends. The words "enhancement," "progress," "value," and "well-established" and similar expressions identify forward-looking statements, which speak only to the date the statement was made. Risk factors exist and may change the potential outcome. Such factors include, but are not limited to, the timing and extent of changes in market conditions and prices for natural gas and oil; thereby future events and actual results may differ materially from those set forth herein, contemplated by, or underlying the forward looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made.
The information herein is subject to change without notice. Core Resource Management, Inc. shall not be liable for technical or editorial errors or omissions contained herein.
Core Resource Management, Inc.
Chief Operating Officer
3131 E. Camelback Rd. STE 211
Phoenix, AZ 85016
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