BlueGrouse Seismic Solutions Ltd.

July 26, 2005 11:22 ET

BlueGrouse Seismic Solutions Ltd. (Formerly Amusements International Ltd.) Announces Completion of Amalgamation

CALGARY, ALBERTA--(CCNMatthews - July 26, 2005) -


BlueGrouse Seismic Solutions Ltd. (formerly Amusements International Ltd.) ("BlueGrouse") (TSX VENTURE:BGH) announced today that the previously announced amalgamation (the "Amalgamation") of Amusements International Ltd. and old Blue Grouse Seismic Solutions Ltd. by way of a plan of arrangement became effective on July 14, 2005.

Pursuant to the Amalgamation, former holders of Class A common shares ("Amusements Shares") of Amusements International Ltd. received, for each outstanding Amusements Share held by them, 0.06666667 of a common share (a "Common Share") of the new BlueGrouse; and former holders of common shares ("Old BlueGrouse Shares") of the old Blue Grouse Seismic Solutions Ltd. received, for each Old BlueGrouse Share held by them, 600 Common Shares. In addition, former holders of options ("Amusements Options") to acquire Amusements Shares were granted an aggregate of 172,333 warrants ("Warrants") to purchase Common Shares at a price of $1.50 per Common Share, which Warrants are exercisable for a period of time that corresponds to the remaining term on the previously granted Amusements Options. Letters of Transmittal have been sent to former holders of Amusements Shares and Amusements Options to be utilized in order to exchange their shares and/or options for the Common Shares and Warrants.

Further to the press release of Amusements International Ltd. issued June 7, 2005, immediately prior to completion of the Amalgamation, the 100,000,000 special warrants of Amusements International Ltd. issued on June 3, 2005 at a price of $0.05 per special warrant for aggregate gross proceeds of $5 million were automatically converted into Amusements Shares, which Amusements Shares were exchanged for Common Shares upon completion of the Amalgamation in accordance with the foregoing.

After giving effect to the Amalgamation, BlueGrouse has approximately 10,635,494 Common Shares outstanding.

The TSX Venture Exchange (the "TSXV") has also issued a Bulletin confirming receipt by the TSXV of all necessary documents in connection with the closing of the Amalgamation and related transactions. As such, the Common Shares of BlueGrouse have begun trading on the TSXV under the trading symbol "BGH". The previously outstanding Amusements Shares that traded on the TSXV under the trading symbol "ATL.A" have been delisted concurrently with the listing of the Common Shares.

In connection with the Amalgamation, the board of directors and the officers of BlueGrouse has been reconstituted. The following are brief descriptions of the members of the board and new management team:

Stephen Austin, Non-Executive Chairman of the Board

Mr. Austin is a chartered accountant with over 25 years of experience in the oil and gas industry and is Vice President Finance of Choice Resources Corp., a TSX Venture listed issuer. Mr. Austin has held several senior financial positions in both private and public corporations, including most recently with Westchester Resources Inc. Mr. Austin also served on the board of ReQuest Seismic Surveys Ltd. and as a trustee for the ReQuest Seismic Income Fund. He has worked closely with many emerging oil and gas companies in their formative and growth stages.

Dan Laplante, Director

Mr. Laplante is Vice-Chairman of Teletrips Inc., a service company that tracks, analyzes, validates and reports on mobile (tailpipe) vehicle emissions saved by both telework and "green" commuting, and is responsible for its strategic direction. Prior thereto, Mr. Laplante was President and managing partner of Continental Oilfield Supply Canada from 1997 to 2004. Mr. Laplante is also a director of Quorum Information Technologies Inc., a TSXV listed company, and sits on the Board of Governors of the University of Lethbridge.

Todd Chuckry, President, Chief Executive Officer and a Director

Mr. Chuckry was the founder, President and Chief Executive Officer of old BlueGrouse and was the former founder and CEO of ReQuest Seismic Surveys Ltd., which was listed on the Toronto Stock Exchange and re-organized into a royalty trust in 2001. Mr. Chuckry has over 24 years of documented success in the Canadian seismic data industry.

Jeff Kary, Chief Operating Officer

Mr. Kary was the Chief Operating Officer of old BlueGrouse and has previously held geophysical brokerage positions ranging from draftsman to Manager, Marketing & Sales for DIGHEM Ltd. Mr. Kary has over 20 years experience in the seismic data brokerage industry in Western Canada.

Stan Weber, Chief Financial Officer

Mr. Weber was the Chief Financial Officer of old BlueGrouse. He has held financial executive positions with Trimac Limited, Sceptre Resources Limited, Remington Energy Ltd. and most recently with Hankin Water Technologies Limited. Stan has over 30 years of oil and gas related accounting and finance experience.

Lonn Hornsby, Vice President Sales & Marketing

Mr. Hornsby was the Vice President Sales & Marketing of old BlueGrouse and has held geophysical data brokerage positions with Prime Brokerage and ReQuest Seismic Surveys Ltd. Mr. Hornsby has over 7 years of experience in the seismic data brokerage and consulting industry in Western Canada.

Leanne Pockar, Vice President Business Development

Ms. Pockar was the Vice President Business Development of old BlueGrouse and has held previous public relations and business development management positions with Remington Energy Ltd., ReQuest Seismic Surveys Ltd. and most recently Command Drilling Ltd. Ms. Pockar has over 15 years experience in public relations, marketing and business development.

Jay Reid, Corporate Secretary

Mr. Reid practices corporate and securities law and is a Partner at the Calgary based law firm of Burnet, Duckworth & Palmer LLP. Mr. Reid provides advice to corporations and underwriters in respect of private and public issuances of securities and provides advice to issuers, financial advisors and special committees of Boards of Directors on business combinations, reorganizations, mergers, take-overs, arrangements and amalgamations.

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

Contact Information

  • BlueGrouse Seismic Solutions Ltd.
    Todd Chuckry
    President and Chief Executive Officer
    (403) 264-4224
    BlueGrouse Seismic Solutions Ltd.
    Stan Weber
    Chief Financial Officer
    (403) 264-4224