Welcome!

News Feed Item

Core Resource Management, Inc. and Nitro Petroleum, Inc. Enter Into Definitive Agreement and Plan of Merger

PHOENIX, AZ and SHAWNEE, OK--(Marketwired - September 03, 2014) - Core Resource Management, Inc. (OTCQB: CRMI) ("Core") and Nitro Petroleum, Inc. (OTCQB: NTRO) ("Nitro") announced today that the two companies, together with Core Resource Management Holding Co. ("CRMI-H"), a wholly-owned subsidiary of Core, have entered into an Agreement and Plan of Merger (the "Merger Agreement") (dated August 28, 2014), pursuant to which, subject to the satisfaction or waiver of certain conditions, CRMI-H will merge with and into Nitro (the "Merger"), with Nitro becoming a wholly-owned subsidiary of Core.

Upon the consummation of the Merger, based on the number of shares of Nitro common stock outstanding on August 28, 2014, each outstanding share of Nitro common stock (other than shares held by those Nitro stockholders properly exercising dissenters' rights) would be converted into .0952 shares of CRMI common stock (Ratio 10.5 to 1). The number of shares of CRMI common stock that may actually be issued with respect to a share of Nitro common stock may be modified in the event additional shares of Nitro common stock are issued prior to the consummation of the Merger. Nitro stockholders will receive cash in lieu of fractional shares of CRMI. Core will file an S-4 registration statement with the Securities and Exchange Commission ("SEC") to register all shares of common stock issuable to the Nitro shareholders upon consummation of the Merger. The Merger is subject to the approval of Nitro's shareholders.

Nitro's properties are located within the prolific Oklahoma Anadarko basin, an area noted for long life oilfields, excellent historical well control, relatively shallow target pay zones, and superior wellbore economics. Nitro boasts a significant inventory of low risk, low cost and high rate of return drilling, behind pipe, salt water disposal, offset and/or rework/recompletions in the Mid Continent region. As leasehold ownership in this area has long been fragmented, excellent potential exists for bolt-on acquisitions and drilling opportunities. These properties, along with Cores Texas properties will become the main operating regions for the post-merger company.

In order to create the best team of industry experts possible, and facilitate the best value of the business combination in the proposed Merger, the Board of Directors of Core and Nitro determined that it is in the best interests of both companies that Mr. Jim Borem and Mr. Larry Wise will remain on as active management to utilize their skill sets within the oil industry. Together the two boast over Seventy Five Years of industry experience and successful property management. Mr. Borem, Nitro's present Chief Executive Officer, will continue to serve in that capacity and as Chairman of the Board of Directors of Nitro to facilitate the merger. Post-Merger, Mr. Borem will resign as Chairman of the Board of Directors of Nitro, and immediately commence serving as a Chief Operating Officer of Core Resource Management, Inc. Mr. Borem entered into a two year employment agreement with Core to serve in such capacity. Mr. James Clark, Core's present Chief Executive Officer will continue to serve in that capacity post-merger. Following the Merger, it is planned that Mr. Wise will become the Executive of Field Operations to Core with responsibility to oversee the Company's operations and planned acquisitions. Mr. Phillip Nuciola III, will remain Chairman of the Board of Core, providing both his wealth of banking experience, capital market expertise, and management success to lead the combined companies into the future.

Managements of both Core and Nitro feel strongly that the combination of Richfield's properties and Core's current cash on hand and access to additional capital will create an outstanding opportunity to fully exploit and develop Richfield's significant, primarily oil producing asset base. Further, Nitro management feels that with its field expertise and Core's Capital Markets experience, the two companies will have an escalated synergy that will drive shareholder value.

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 proven-producing wells and assets. 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. Rockefeller once explained the secret to success. 'Get up early, work late, and strike oil.' We believe that in the end truth will rise above falsehood and oil above water."

About Core Resource Management, Inc.

Core Resource Management, Inc. (OTCQB: CRMI) ("CORE") (www.coreresource.net), 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.

About Nitro Petroleum, Inc.

Nitro Petroleum, Inc. (OTCQB: NTRO) ("Nitro") (www.nitro-petroleum.com); Nitro Petroleum is 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.

Important Information for Investors and Shareholders:
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Core and Nitro, both Companies will file relevant materials with the Securities and Exchange Commission (the "SEC"), including a Core registration statement on Form S-4 that will include a proxy statement of Nitro that also constitutes a prospectus of Core, and a definitive joint proxy statement/prospectus will be mailed to shareholders of Nitro. INVESTORS AND SECURITY HOLDERS OF CORE AND NITRO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be mailed copies and will be able to obtain additional free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by Core and Nitro through the website maintained by the SEC at http://www.sec.gov. Additional copies and continually updated information will be available on the websites of Core and Nitro free of charge. (www.nitro-petroleum.com) (www.coreresource.net)

Core, Nitro, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Core is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on April 15, 2014, and its Current Reports on Form 8-K. These documents can be obtained free of charge from the SEC website. Biographies of each officer and board member may be found on the company web site. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Information about the directors and executive officers of Nitro is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on January 31, 2014. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

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.

Cautionary Statement Regarding Forward-Looking Statements:

Certain statements in this communication regarding the proposed transaction between Core and Nitro, including any statements regarding the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products, and any other statements regarding Core and Nitro's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward- looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often, but not always, made through the use of words or phrases such as "may," "believe," "anticipate," "could," "should," "intend," "plan," "will," "expect(s)," "estimate(s)," "project(s)," "forecast(s)", "positioned," "strategy," "outlook," and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; Cores' ability to achieve the synergies and value creation contemplated by the proposed transaction; Cores' ability to promptly, efficiently and effectively integrate Nitro's operations into those of Core; and the diversion of management time on transaction-related issues.

Additional information concerning these and other factors can be found in Cores' and Nitros' respective filings with the SEC, including their most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form Core and Nitro assume no obligation to update any forward- looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. 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.

Investor Contacts

Core Resource Management, Inc.:
James Clark
Chief Executive Officer
3131 E. Camelback Rd
STE 211
Phoenix, Arizona, 85016
Phone: (602) 314-3230

Nitro Petroleum, Inc.:
James Borem
Chief Operating Officer
624 W. Independence
STE 101
Shawnee, Oklahoma, 74804
(405) 273-9119

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across business networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost as well as advance trade. Are you curious about how Blockchain is built for business? In her session at 21st Cloud Expo, René Bostic, Technical VP of the IBM Cloud Unit in North America, will discuss th...
In his opening keynote at 20th Cloud Expo, Michael Maximilien, Research Scientist, Architect, and Engineer at IBM, discussed the full potential of the cloud and social data requires artificial intelligence. By mixing Cloud Foundry and the rich set of Watson services, IBM's Bluemix is the best cloud operating system for enterprises today, providing rapid development and deployment of applications that can take advantage of the rich catalog of Watson services to help drive insights from the vast t...
Docker containers have brought great opportunities to shorten the deployment process through continuous integration and the delivery of applications and microservices. This applies equally to enterprise data centers as well as the cloud. In his session at 20th Cloud Expo, Jari Kolehmainen, founder and CTO of Kontena, discussed solutions and benefits of a deeply integrated deployment pipeline using technologies such as container management platforms, Docker containers, and the drone.io Cl tool. H...
SYS-CON Events announced today that CA Technologies has been named "Platinum Sponsor" of SYS-CON's 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business - from apparel to energy - is being rewritten by software. From planning to development to management to security, CA creates software that fuels transformation for companies in the applic...
There is only one world-class Cloud event on earth, and that is Cloud Expo – which returns to Silicon Valley for the 21st Cloud Expo at the Santa Clara Convention Center, October 31 - November 2, 2017. Every Global 2000 enterprise in the world is now integrating cloud computing in some form into its IT development and operations. Midsize and small businesses are also migrating to the cloud in increasing numbers. Companies are each developing their unique mix of cloud technologies and service...
Cloud adoption is often driven by a desire to increase efficiency, boost agility and save money. All too often, however, the reality involves unpredictable cost spikes and lack of oversight due to resource limitations. In his session at 20th Cloud Expo, Joe Kinsella, CTO and Founder of CloudHealth Technologies, tackled the question: “How do you build a fully optimized cloud?” He will examine: Why TCO is critical to achieving cloud success – and why attendees should be thinking holistically ab...
WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, will introduce two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a...
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
Recently, IoT seems emerging as a solution vehicle for data analytics on real-world scenarios from setting a room temperature setting to predicting a component failure of an aircraft. Compared with developing an application or deploying a cloud service, is an IoT solution unique? If so, how? How does a typical IoT solution architecture consist? And what are the essential components and how are they relevant to each other? How does the security play out? What are the best practices in formulating...
An increasing number of companies are creating products that combine data with analytical capabilities. Running interactive queries on Big Data requires complex architectures to store and query data effectively, typically involving data streams, an choosing efficient file format/database and multiple independent systems that are tied together through custom-engineered pipelines. In his session at @BigDataExpo at @ThingsExpo, Tomer Levi, a senior software engineer at Intel’s Advanced Analytics ...
In his session at @ThingsExpo, Arvind Radhakrishnen discussed how IoT offers new business models in banking and financial services organizations with the capability to revolutionize products, payments, channels, business processes and asset management built on strong architectural foundation. The following topics were covered: How IoT stands to impact various business parameters including customer experience, cost and risk management within BFS organizations.
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory?
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single-threaded, you can effectively identify hot spots in your serverless code. In his session at @DevOpsSummit at 21st Cloud Expo, Dave Martin, Product owner at CA Technologies, will give a live demonstration and code walkthrough, showing how ...
SYS-CON Events announced today that Elastifile will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Elastifile Cloud File System (ECFS) is software-defined data infrastructure designed for seamless and efficient management of dynamic workloads across heterogeneous environments. Elastifile provides the architecture needed to optimize your hybrid cloud environment, by facilitating efficient...
@DevOpsSummit at Cloud Expo taking place Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center, Santa Clara, CA, is co-located with the 21st International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is ...