|By Marketwired .||
|August 11, 2014 01:07 PM EDT||
SHAWNEE, OKLAHOMA -- (Marketwired) -- 08/11/14 -- Nitro Petroleum, Inc. (OTCQB: NTRO) ("Nitro") (www.nitro-petroleum.com) ; Nitro Petroleum is a 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.
Nitro Proudly announces that it has entered into a Binding Letter of Intent to be wholly acquired by Core Resource Management. (OTCQB: CRMI) ("CORE") (www.coreresource.net), 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. In addition, NTRO and CRMI have executed an Exclusivity agreement governing the stand-still period during the time prior to closing and pending regulatory approval.
This merger will provide Nitro shareholders with a Premium value to the current share price. For every 10.5 shares of NTRO, the shareholder will receive 1 share of CRMI. That 10.5 to 1 ratio provides an instant premium as marked to market within the shareholders new holdings. The deal value was negotiated by NTRO management evaluating and benchmarking the stock prices over a pre-deal three month period, using the weighted-average over that time. NTRO will become a wholly owned Corporation of CRMI. The merger will be closed pending the final merger agreement, regulatory requirements, approvals, and proxy requirements. Tax and Regulatory reporting will continue using the same standard accounting and reporting methods and will continue comply with all SEC reporting requirements. Reporting will become consolidated after closing as governed by US Tax code, State, and Federal regulatory guidance.
NTRO Chief Executive Officer/ Board Chairman, Mr. James Borem, 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 Borem commented, "The merger will unlock value to the Shareholders and allow the company to be part of a larger growth model. Nitro's positioning within the Oklahoma region will combine nicely with CRMI proven business plan." "Larry Wise and I are thrilled at the proposition of becoming part of the new management team. We both feel we will be able to contribute and assist with locating new asset targets, vetting Corporate deals from an oil and gas expert perspective, and help to risk manage and operate current holdings." "We are both excited about this merger; and like my daddy said, 'If you climb in the saddle, be ready for the ride.' We are ready."
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 "unlock value to shareholders " 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 "instant premium," "progress," "value," "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. Nitro Petroleum, Inc. or its management shall not be liable for technical or editorial errors or omissions contained herein.
Nitro Petroleum, Inc.
Chief Operating Officer
624 W. Independence, STE 101
Shawnee, OK 74804
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