Calgary, AB, December 3, 2003
– Cell-Loc Inc. (TSX: CLQ) ("Cell-Loc"
or the "Company") is
pleased to announce that the Plan of Arrangement transaction (the
"Arrangement") involving the Company, Cell-Loc Location Technologies
Inc. ("CLTI") and Capitol Energy Resources Investment Partnership has
closed.
Details
of the Arrangement
Pursuant to the Arrangement the Company has been transformed into an oil and gas exploration, development and marketing company named "Capitol Energy Resources Ltd." and has a new board of directors consisting of Grant Billing (Chairman), John Brussa, John Budreski, Jim MacDonald and Sheldon Reid. Also pursuant to the Arrangement:
| (a) | a new class of voting common shares and a new class of non-voting common shares of the Company have been created; |
| (b) | $4.9 million has been invested in the Company by a group of private investors (which includes members of the new board of directors) through the purchase of an aggregate of approximately 56 million "new" voting common shares and non-voting common shares of the Company and through the purchase of $200,000 of non‑interest bearing, unsecured, redeemable, convertible debentures; |
| (c) | Cell-Loc's existing technology assets (inclusive of all employees and all associated contractual obligations), as well as approximately $2.8 million in cash, have been transferred to CLTI in consideration of common shares of the CLTI and the indemnification of the Company by CLTI in relation to all pre-closing liabilities; |
| (d) | approximately $1.3 million of the Company's current liabilities are to be paid out shortly after the date hereof; |
| (e) | each outstanding share of Cell‑Loc has become one-half of one "new" voting common share of the Company and one share of CLTI. As a result of the Arrangement, the outstanding common shares of the Company have been effectively consolidated on a two for one basis; and |
| (f) | holders of outstanding Cell-Loc warrants and options are to receive, in retirement of such securities, similar securities in CLTI and in Capitol Energy on the terms provided for in the Arrangement. |
Note
to Investors Respecting Operation of the Arrangement
Pursuant to the Arrangement,
each common share of Cell-Loc that was outstanding as at 11:59 p.m. (Calgary
time) on December 2, 2003 (the "Effective Time") now represents one-half
of one "new" voting common share of the Company and one common share
of CLTI. Effective immediately, all trades of common shares of the Company on
the TSX under the symbol "CLQ" will be trades in the "new"
voting common shares of the Company only. The
common shares of the Company now trading on the TSX under the symbol "CLQ"
do not represent an interest in CLTI, being the company which has acquired the
technology assets of the Company.
The common shares of CLTI will
be distributed, in due course, to registered holders of Cell-Loc common shares
who were registered holders as at the Effective Time.
If you were a beneficial holder of Cell-Loc common shares as at the
Effective Time (ie. you held your Cell-Loc common shares through a brokerage
account), your broker will be responsible for allocating such CLTI shares to
you, as the beneficial holder of such shares and shall do so in due course.
Each of CLTI and the Company have been conditionally approved for listing on the TSX Venture Exchange (the "TSX Venture") as separate and distinct entities. In the case of the Company, only the "new" voting common shares will be listed. The stock symbol for the Company, once listed on the TSX Venture, will be "CPX." The stock symbol for CLTI, once listed on the TSX Venture, will will soon be announced. In conjunction with the commencement of trading on the TSX Venture, the "new" voting common shares of the Company will be delisted from the TSX.
New
Management
Grant Billing, Chairman of the Board of the Company (now known as "Capitol Energy Resources Ltd." ("Capitol Energy") announces the appointment of three key officers who will lead the development and execution of Capitol Energy's oil and gas growth strategy.
Monty Bowers has been appointed President and Chief Executive Officer, John Lamacchia has been appointed Vice-President, Engineering and Operations, and John Nesbitt has been appointed Vice-President, Land. Collectively the team brings 70 years of diversified industry experience throughout the Western Canada Sedimentary basin to Capitol Energy.
Mr. Bowers is a professional geologist and engineer with 23 years of oil and gas experience. He was most recently Vice-President, Exploration, for Petromet Resources Limited, where his leadership played a key role in the growth of Petromet from 7,200 boe/d to 18,000 boe/d in a two-year time frame. Mr. Bowers has a history of building successful exploration and development teams with well-established track records of significant production growth through the drill bit. Mr. Bowers’ exploration and development expertise is seen as a key driver for Capitol Energy’s success.
Mr. Lamacchia was most recently Manager of Operations at Nycan Energy. He has 23 years of diversified office and field experience in the areas of reservoir, exploitation, petrophysical, production, and operations engineering. In addition, Mr. Lamacchia has been heavily involved in the evaluation of acquisition and divestiture opportunities and in the corporate side of preparing independent reserve reports. His diversified experience is a unique and invaluable asset to Capitol’s leadership team.
Mr. Nesbitt, most recently
Senior Landman at Talisman Energy, is well connected and respected as a creative
negotiator throughout the industry, and brings 24 years of supervisory, surface,
and negotiating experience to Capitol. He has worked extensively throughout the
Western Canada Sedimentary Basin. Mr. Nesbitt’s innovative and proactive
approach to partnerships will provide a strong base for Capitol’s involvement
in the industry.
Initially, the team will be focused on making an asset acquisition which complements an inventory of exploration gas opportunities that are being arranged with industry partners. The primary focus of the Company will be in areas in which the team has had significant success, specifically Alberta and northeast British Columbia.
Capitol is also pleased to announce the appointment of Jim Nieuwenburg as a Director. Mr. Nieuwenburg is a professional engineer by training and brings extensive experience in all aspects of the oil and gas business. He was most recently the President and Chief Executive Officer of Petromet Resources Limited. Mr. Nieuwenburg’s appointment adds to the existing strength of the Board, which includes John Budreski, John Brussa, Jim MacDonald and Sheldon Reid.
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Forward Looking Statements: This news release contains certain information that may constitute forward-looking statements under applicable securities laws. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable by the Company at the time of preparation, may prove to be incorrect. Actual results achieved may vary from the results anticipated or implied herein and variations may be material. There is no representation by the Company that actual results achieved will be the same in whole or in part as those implied in any forward looking statements.
Neither the TSX nor the TSX Venture Exchange has approved nor disapproved of the contents of this news release.
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For further information respecting the Arrangement or respecting the ongoing technology business, please contact:
Tammy
Yamkowy
Director, Corporate Communications & Investor Relations
Cell-Loc
Location Technologies Inc.
Phone: 403.569.5748
For further information respecting Capitol Energy or the ongoing oil and gas company, please contact:
Monty
Bowers
President & Chief Executive Officer
Capitol Energy Resources Ltd.
Phone: 403.809.4089