SYS-CON MEDIA Authors: Xenia von Wedel, Peter Silva, Glenn Rossman, Ava Smith, Elizabeth White

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
Leysin American School is an exclusive, private boarding school located in Leysin, Switzerland. Leysin selected an OpenStack-powered, private cloud as a service to manage multiple applications and provide development environments for students across the institution. Seeking to meet rigid data sovereignty and data integrity requirements while offering flexible, on-demand cloud resources to users, Leysin identified OpenStack as the clear choice to round out the school's cloud strategy. Additional...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Ar...
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com...
Technology is enabling a new approach to collecting and using data. This approach, commonly referred to as the "Internet of Things" (IoT), enables businesses to use real-time data from all sorts of things including machines, devices and sensors to make better decisions, improve customer service, and lower the risk in the creation of new revenue opportunities. In his General Session at Internet of @ThingsExpo, Dave Wagstaff, Vice President and Chief Architect at BSQUARE Corporation, discuss the ...
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, a...
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Media announced today that Aruna Ravichandran, VP of Marketing, Application Performance Management and DevOps at CA Technologies, has joined DevOps Journal’s authors. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Aruna's inaugural article "Four Essential Cultural Hacks for DevOps Newbies" discusses how to demonstrate the...
The 4th International DevOps Summit, co-located with16th International Cloud Expo – being held June 9-11, 2015, at the Javits Center in New York City, NY – announces that its Call for Papers is now open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's large...
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
Software-driven innovation is becoming a primary approach to how businesses create and deliver new value to customers. A survey of 400 business and IT executives by the IBM Institute for Business Value showed businesses that are more effective at software delivery are also more profitable than their peers nearly 70 percent of the time (1). DevOps provides a way for businesses to remain competitive, applying lean and agile principles to software development to speed the delivery of software that ...

ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ --  IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's

"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Focused on this fast-growing market’s needs, Vitesse Semiconductor Corporation (Nasdaq: VTSS), a leading provider of IC solutions to advance "Ethernet Everywhere" in Carrier, Enterprise and Internet of Things (IoT) networks, introduced its IStaX™ software (VSC6815SDK), a robust protocol stack to simplify deployment and management of Industrial-IoT network applications such as Industrial Ethernet switching, surveillance, video distribution, LCD signage, intelligent sensors, and metering equipment...
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. 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 development cycles that produce software that is obsolete...
"There is a natural synchronization between the business models, the IoT is there to support ,” explained Brendan O'Brien, Co-founder and Chief Architect of Aria Systems, in this SYS-CON.tv interview at the 15th International Cloud Expo®, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.