Norex Exploration Services Inc.

Norex Exploration Services Inc.
Tesla Exploration Ltd.

April 16, 2010 17:33 ET

Tesla and Norex Complete Merger

CALGARY, ALBERTA--(Marketwire - April 16, 2010) - Tesla Exploration Ltd. ("Tesla") and Norex Exploration Services Inc. ("Norex") (TSX:NRX) are pleased to announce that they have completed their previously announced business combination (the "Combination"). The Combination was completed through a share exchange transaction under which Tesla shareholders exchanged each common share of Tesla held, on an exempt take-over bid basis, for 8.4333 common shares of Norex. The Combination creates an internationally focused, financially strong, geophysical services company that will capitalize on the existing strong fundamentals for global oil and natural gas development.

Norex and Tesla will amalgamate effective on April 18, 2010 with the resulting entity being named Tesla Exploration Ltd. Following the amalgamation, the common shares of Tesla Exploration Ltd. will be consolidated on the basis of one post-consolidation common share for every eight pre-consolidation common shares effective April 18, 2010. The common shares of Tesla Exploration Ltd. will commence trading on the TSX under the symbol "TXL" and on a post-consolidation basis on or about April 21, 2010. Common shares of Norex will continue to trade on the TSX under the symbol "NRX" until the closing of markets on or about April 20, 2010.

Peters & Co. Limited acted as financial advisor to Tesla and Raymond James Ltd. provided a fairness opinion to the board of directors of Norex.

Tesla provides geophysical and related services in Canada, internationally through its wholly owned subsidiary Tesla-IMC International Ltd., and in the United States through Tesla Exploration USA Ltd., Conquest Geophysical Services Inc. and Tesla Offshore LLC. Under the leadership of Richard Habiak, its President and CEO, since 2000, Tesla has grown both organically and through acquisitions funded by retained earnings and prudent levels of borrowing, from a Canadian focused land seismic business to a global provider of a broad suite of geophysical and related services.

Additional details regarding the Combination are contained in the joint press release of Norex and Tesla dated January 11, 2010 and the Information Circular of Norex dated March 24, 2010.

Cautionary Statement Regarding Forward-looking Statements and Information

This press release contains forward-looking statements. These statements relate to future events or future performance of Norex and Tesla. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", and similar expressions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect Norex's and Tesla's current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Although Norex and Tesla believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct. Many factors could cause Norex's, Tesla's or the pro forma company's actual results, performance, or achievements to materially differ from those described in this press release. Norex and Tesla provide seismic data acquisition services and are exposed to a number of risks and uncertainties that are common to companies in the same business. These risks and uncertainties include demand for Norex's and Tesla's services which is affected by, among other things, the speculative nature of resource exploration and development activities, changes in commodity prices, general economic, market and business conditions; changes in customer exploitation budgets; foreign exchange risk, risks inherent in international operations, competition for capital and skilled personnel and shortages thereof; the competitive nature of the seismic industry; the ability to keep pace with constantly changing technology; uncertainty in various factors in the oil and gas industry, including the ability to comply with current and future health, safety, environmental and other laws; the general risk inherent to seismic data acquisition activities; risks relating to expansion including pressure on operational and technical resources; risks relating to the reliance on key officers, employees and consultants, including an unexpected loss or departure of any one of them; cancellation of work previously awarded to Tesla or Norex; the possibility of a conflict of interest arising for the directors and officers of Tesla or Norex who are participants in other sectors of the oil and gas industry; risks relating to having shareholders who are able to exert influence over the affairs of Tesla and Norex; the possibility of the need for future financing, which may not be available on favourable terms; the risk of not renewing current credit facilities; the volatility of, and lack of liquidity in, the trading market for the shares of Norex; actions by governmental or regulatory authorities including increasing taxes and changes in other regulations; and the occurrence of unexpected events involved in resource exploration including, but not limited to, adverse weather conditions and wind and the proximity of armed conflict to international operations. Adverse weather or field operating conditions can also negatively impact field productivity and, as a result, Norex's or Tesla's overall profitability. Certain jobs awarded to Norex and Tesla, as applicable, are on a "turnkey" pricing basis where Norex or Tesla, as applicable, bears the risk of lost productivity, increased input and/or subcontractor costs. As a result, factors reducing field productivity and any increases in Norex's or Tesla's input costs could have a material affect on their respective profitability. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. Norex and Tesla do not intend, and do not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, expect as required by law.

Contact Information

  • Tesla Exploration Ltd.
    Richard Habiak
    President & CEO
    (403) 216-0990