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
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Kubernetes, Docker and containers are changing the world, and how companies are deploying their software and running their infrastructure. With the shift in how applications are built and deployed, new challenges must be solved. In his session at @DevOpsSummit at19th Cloud Expo, Sebastian Scheele, co-founder of Loodse, will discuss the implications of containerized applications/infrastructures and their impact on the enterprise. In a real world example based on Kubernetes, he will show how to ...
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th 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 no time to wait for long dev...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
I wanted to gather all of my Internet of Things (IOT) blogs into a single blog (that I could later use with my University of San Francisco (USF) Big Data “MBA” course). However as I started to pull these blogs together, I realized that my IOT discussion lacked a vision; it lacked an end point towards which an organization could drive their IOT envisioning, proof of value, app dev, data engineering and data science efforts. And I think that the IOT end point is really quite simple…
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Identity is in everything and customers are looking to their providers to ensure the security of their identities, transactions and data. With the increased reliance on cloud-based services, service providers must build security and trust into their offerings, adding value to customers and improving the user experience. Making identity, security and privacy easy for customers provides a unique advantage over the competition.
Qosmos has announced new milestones in the detection of encrypted traffic and in protocol signature coverage. Qosmos latest software can accurately classify traffic encrypted with SSL/TLS (e.g., Google, Facebook, WhatsApp), P2P traffic (e.g., BitTorrent, MuTorrent, Vuze), and Skype, while preserving the privacy of communication content. These new classification techniques mean that traffic optimization, policy enforcement, and user experience are largely unaffected by encryption. In respect wit...
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...