Click here to close now.


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") (, 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") (; 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 Additional copies and continually updated information will be available on the websites of Core and Nitro free of charge. ( (

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
Today’s connected world is moving from devices towards things, what this means is that by using increasingly low cost sensors embedded in devices we can create many new use cases. These span across use cases in cities, vehicles, home, offices, factories, retail environments, worksites, health, logistics, and health. These use cases rely on ubiquitous connectivity and generate massive amounts of data at scale. These technologies enable new business opportunities, ways to optimize and automate, al...
You have your devices and your data, but what about the rest of your Internet of Things story? Two popular classes of technologies that nicely handle the Big Data analytics for Internet of Things are Apache Hadoop and NoSQL. Hadoop is designed for parallelizing analytical work across many servers and is ideal for the massive data volumes you create with IoT devices. NoSQL databases such as Apache HBase are ideal for storing and retrieving IoT data as “time series data.”
DevOps has often been described in terms of CAMS: Culture, Automation, Measuring, Sharing. While we’ve seen a lot of focus on the “A” and even on the “M”, there are very few examples of why the “C" is equally important in the DevOps equation. In her session at @DevOps Summit, Lori MacVittie, of F5 Networks, will explore HTTP/1 and HTTP/2 along with Microservices to illustrate why a collaborative culture between Dev, Ops, and the Network is critical to ensuring success.
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Clearly the way forward is to move to cloud be it bare metal, VMs or containers. One aspect of the current public clouds that is slowing this cloud migration is cloud lock-in. Every cloud vendor is trying to make it very difficult to move out once a customer has chosen their cloud. In his session at 17th Cloud Expo, Naveen Nimmu, CEO of Clouber, Inc., will advocate that making the inter-cloud migration as simple as changing airlines would help the entire industry to quickly adopt the cloud wit...
IT data is typically silo'd by the various tools in place. Unifying all the log, metric and event data in one analytics platform stops finger pointing and provides the end-to-end correlation. Logs, metrics and custom event data can be joined to tell the holistic story of your software and operations. For example, users can correlate code deploys to system performance to application error codes.
There are so many tools and techniques for data analytics that even for a data scientist the choices, possible systems, and even the types of data can be daunting. In his session at @ThingsExpo, Chris Harrold, Global CTO for Big Data Solutions for EMC Corporation, will show how to perform a simple, but meaningful analysis of social sentiment data using freely available tools that take only minutes to download and install. Participants will get the download information, scripts, and complete en...
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. Migration to cloud shifts computing resources from your data center, which can yield significant advantages provided that the cloud vendor an offer enterprise-grade quality for your application.
Overgrown applications have given way to modular applications, driven by the need to break larger problems into smaller problems. Similarly large monolithic development processes have been forced to be broken into smaller agile development cycles. Looking at trends in software development, microservices architectures meet the same demands. Additional benefits of microservices architectures are compartmentalization and a limited impact of service failure versus a complete software malfunction....
Manufacturing has widely adopted standardized and automated processes to create designs, build them, and maintain them through their life cycle. However, many modern manufacturing systems go beyond mechanized workflows to introduce empowered workers, flexible collaboration, and rapid iteration. Such behaviors also characterize open source software development and are at the heart of DevOps culture, processes, and tooling.
Containers are revolutionizing the way we deploy and maintain our infrastructures, but monitoring and troubleshooting in a containerized environment can still be painful and impractical. Understanding even basic resource usage is difficult - let alone tracking network connections or malicious activity. In his session at DevOps Summit, Gianluca Borello, Sr. Software Engineer at Sysdig, will cover the current state of the art for container monitoring and visibility, including pros / cons and li...
In their session at DevOps Summit, Asaf Yigal, co-founder and the VP of Product at, and Tomer Levy, co-founder and CEO of, will explore the entire process that they have undergone – through research, benchmarking, implementation, optimization, and customer success – in developing a processing engine that can handle petabytes of data. They will also discuss the requirements of such an engine in terms of scalability, resilience, security, and availability along with how the archi...
In his session at DevOps Summit, Bryan Cantrill, CTO at Joyent, will demonstrate a third path: containers on multi-tenant bare metal that maximizes performance, security, and networking connectivity.
Any Ops team trying to support a company in today’s cloud-connected world knows that a new way of thinking is required – one just as dramatic than the shift from Ops to DevOps. The diversity of modern operations requires teams to focus their impact on breadth vs. depth. In his session at DevOps Summit, Adam Serediuk, Director of Operations at xMatters, Inc., will discuss the strategic requirements of evolving from Ops to DevOps, and why modern Operations has begun leveraging the “NoOps” approa...
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.