Aeroquest International Limited

Aeroquest International Limited
Optimal Geomatics Inc.

Optimal Geomatics Inc.

July 29, 2009 20:53 ET

Aeroquest International and Optimal Geomatics to Join Forces to Create a Leading Geoscience Survey and Remote Sensing Company

The combination will enhance operational efficiencies, lower overheads, and position the companies to share assets and technologies.

MISSISSAUGA, ONTARIO--(Marketwire - July 29, 2009) -


Attention business/financial editors and reporters:

Aeroquest International Limited (TSX:AQL) and Optimal Geomatics Inc. (TSX VENTURE:OPG) announce that they have entered into an Arrangement Agreement whereby Optimal will join the Aeroquest International Group of Companies.

Under the terms of the Arrangement Agreement between Aeroquest and Optimal, the proposed transaction will be effected by way of a Plan of Arrangement completed under the Canada Business Corporations Act. Optimal shareholders will receive 1 common share of Aeroquest for each 21 common shares of Optimal owned, and will result in Aeroquest issuing approximately 3.0 million common shares to Optimal shareholders. Based on today's closing price for Aeroquest common shares of $0.43, the exchange ratio represents a 105% premium for the Optimal Shares and an approximate 86% premium on the 30-day weighted-average trading price for the common shares of both companies.

The transaction will be beneficial for the shareholders of both companies, with reduced overhead expenses and increased operational efficiencies. Optimal and Aeroquest will immediately eliminate the public company costs for Optimal and will be able to optimize aircraft fleet utilization in the future. The companies also see areas of opportunity to combine technologies and to cross-sell products and services.

Completion of the transaction is conditional on the approval of Optimal shareholders and satisfaction of other customary conditions including stock exchange and court approvals. The required shareholder approval will be two thirds of the votes cast by holders of common shares at a meeting of Optimal shareholders held to consider the proposed transaction. The Optimal shareholders meeting, to approve the Arrangement, will be held in the middle of September. Both Boards of Directors have determined that the proposed transaction is in the best interest of their respective companies and the Board of Directors of Optimal has unanimously recommended that Optimal shareholders vote in favour of the Arrangement.

Both companies anticipate that the transaction will be completed before the end of September, 2009. Aeroquest has entered into agreements with management and the directors of Optimal and Optimal's largest shareholder, Patonhill Investments Limited, whereby each of these parties have agreed to vote their securities in favour of the Plan of Arrangement.

It is expected that an Information Circular will be sent to the shareholders of Optimal in early August. The Arrangement has been structured to allow Optimal shareholders to receive common shares of Aeroquest on a tax-deferred basis for Canadian income tax purposes. The Arrangement Agreement provides that Optimal is subject to non-solicitation provisions and for the payment of a termination fee of $250,000 in the event that the transaction is not completed for certain reasons other than, among other things, shareholder and regulatory approval.

"We will be pleased to welcome Optimal Geomatics into the Aeroquest Group of Companies," said Roy Graydon, Aeroquest's President & CEO; "Optimal has a long history, a strong presence in its markets, and a culture that is very complementary to ours."

About Aeroquest International

Aeroquest International is a global information and technology services company and a leader in the development and operation of innovative and proprietary geophysical surveying platforms for the mineral and petroleum exploration, and environmental services industries. Through its subsidiary companies Aeroquest Surveys, UTS Geophysics and Geophex, Aeroquest International fields a fleet of over two dozen helicopter and fixed wing survey systems and is active around the world. More information about Aeroquest International can be found at

About Optimal Geomatics

Optimal Geomatics, a geospatial mapping company, provides engineering and geospatial professionals with customized products designed to meet their mapping needs. Optimal Geomatics specializes in the science and technology of gathering, analyzing, interpreting, distributing, and using geographic information. Optimal applies the disciplines of aerial surveying, mapping, remote sensing, geographic information systems (GIS), and global positioning systems (GPS) to translate remotely-acquired raw imagery into intelligent digitallymapped data for use according to the application involved, such as land management, environmental information management and engineering design. More information about Optimal can be found at

This news release may include statements about expected future events that are forward-looking in nature and subject to risks and uncertainties. Both Aeroquest and Optimal caution that actual performance will be affected by a number of factors, many of which are beyond their control. Future events and results may vary substantially from what Aeroquest and Optimal currently foresee. Discussions of the various factors that may affect future results are contained in Aeroquest's and Optimal's recent filings, available on SEDAR. All forward looking statements contained in this press release are qualified by this cautionary statement.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this news release.

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