Aeroquest International Limited

Aeroquest International Limited

March 13, 2012 11:02 ET

Aeroquest International Limited Announces Agreement to Combine With Geotech Ltd.

TORONTO, ONTARIO--(Marketwire - March 13, 2012) - Aeroquest International Limited ("Aeroquest", or "the Company") (TSX:AQL) and Geotech Ltd. ("Geotech") announce that they have entered into a binding agreement (the "Agreement") to complete a business combination (the "Transaction").

Transaction Details

The proposed Transaction is anticipated to be completed by way of a statutory plan of arrangement whereby Geotech would acquire all of the issued and outstanding shares of Aeroquest for cash consideration of $0.15 per common share of Aeroquest. The Transaction will be subject to certain conditions which will include approval of at least 66 2/3% of the votes cast by shareholders of Aeroquest at a special meeting of Aeroquest shareholders expected to be held on or before May 3, 2012, as well as subject to applicable regulatory approvals including the acceptance of the Toronto Stock Exchange. The Agreement provides for, among other things, customary board support and non-solicitation in favour of Geotech, as well as superior proposal provisions. The Agreement also provides for the payment of a termination fee to Geotech of C$300,000 if the proposed Transaction is not completed under certain circumstances.

The Board of Directors of Aeroquest, as recommended by the Special Committee of the Board, have unanimously determined that the proposed Transaction is in the best interest of Aeroquest shareholders and recommends that Aeroquest shareholders vote in favour of the proposed Transaction. The directors and senior officers of Aeroquest, holding approximately 1% of the common shares of Aeroquest, have entered into voting support agreements to which, among other things, they have agreed to vote their Aeroquest common shares in favour of the proposed Transaction.

The full terms and conditions of the proposed Transaction will be described in detail in the Management Information Circular of Aeroquest, which will be filed with the regulatory authorities and mailed to Aeroquest shareholders in accordance with applicable securities laws. If it is approved by the shareholders of Aeroquest and all other conditions of the proposed Transaction are fulfilled or waived, it is anticipated that the proposed Transaction will be completed in early May 2012.


Fraser Milner Casgrain LLP is acting as legal advisor to the Special Committee of the Board of Directors of Aeroquest.

Dundee Securities Ltd. is acting as exclusive financial advisor to Geotech.

About Aeroquest International

Aeroquest collects and interprets data that reveals what is at and beneath the earth's surface. Aeroquest applies the best available technology in its world-wide search for economic concentrations of mineral and petroleum resources and in the precision-mapping of the earth's surface and objects upon it. Aeroquest offers airborne geophysics surveys through Aeroquest Airborne, aerial geomatics surveys through Aeroquest Mapcon, and the custom design and construction of geophysical sensors and instruments through Geophex. More information about Aeroquest International can be found at

About Geotech Ltd.

Originally founded and incorporated in Canada in 1981, Geotech Ltd., a world leader in the development and manufacturing of airborne surveying equipment, provides full service airborne geophysical surveys, data processing and data interpretation. Offering VTEM (helicopter-borne time-domain electromagnetic) and ZTEM (measuring natural alternating magnetic fields in the audio-frequency range), magnetic, magnetic gradient and gamma-ray spectrometer surveys.

For Investors

This news release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. The Company cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what the Company currently foresees. Discussion of the various factors that may affect future results is contained in the Company's recent filings, available on SEDAR.

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