CanElson Drilling Inc.

CanElson Drilling Inc.

December 11, 2008 15:09 ET

CanElson Drilling Inc. and EMR Drilling Inc. Announce Completion of Amalgamation

CALGARY, ALBERTA--(Marketwire - Dec. 11, 2008) - CanElson Drilling Inc. ("New CanElson") (TSX VENTURE:CDI.P), the corporation formed by the amalgamation of CanElson Drilling Inc. ("CanElson") and EMR Drilling Inc. ("EMR") is pleased to announce that CanElson and EMR have completed the previously announced amalgamation (the "Amalgamation") pursuant to which CanElson and EMR combined their businesses and operations, with the amalgamated company continuing under the name "CanElson Drilling Inc." The Amalgamation was approved by 100% of the shareholders of each of CanElson and EMR who voted on the Amalgamation at each of the special meetings of the shareholders of CanElson and EMR held on December 9, 2008.

Pursuant to the Amalgamation, each outstanding common share of CanElson and EMR was exchanged for one (1) common share of New CanElson. In addition, all of the issued and outstanding securities of CanElson and EMR convertible into common shares of CanElson or EMR, as applicable, were exchanged for corresponding securities of New CanElson on a one-for-one basis. The issued and outstanding share capital of New CanElson is currently comprised of 26,100,001 common shares, 1,122,000 stock options, 900,000 agent's warrants and 100,000 agent's options. A letter of transmittal was previously mailed to the former CanElson and EMR shareholders providing instructions as to how such shareholders should submit their CanElson and/or EMR common shares to be exchanged for certificates representing the common shares of New CanElson to which they are entitled pursuant to the Amalgamation.

Pursuant to the terms of the Amalgamation, the board of directors of New CanElson consists of Elson McDougald, Randy Hawkings, Donald Seaman, Kent Jespersen, Henry Lawrie, Dan Kolibar and Elizabeth Logan. The officers of New CanElson are:

Elson McDougald - Chairman and Chief Executive Officer

Randy Hawkings - President and Chief Operating Officer

Murray Hinz - Chief Financial Officer

Lawrence Kolasa - Vice President, Rig Construction

Michael Smith - Vice President, Operations

Dan Kolibar - Corporate Secretary

CanElson is a capital pool company under the policies of the TSX Venture Exchange (the "Exchange") and it is intended that the Amalgamation will constitute the qualifying transaction of CanElson. The Exchange has provided conditional acceptance of the Amalgamation as CanElson's Qualifying Transaction subject to the satisfaction of all of the Exchange's conditions and the issuance of a final bulletin by the Exchange accepting notice of the Amalgamation.

New CanElson is an Alberta, Canada corporation that is engaged in the manufacture and operation of drilling rigs in Canada's Western Sedimentary Basin. New CanElson has completed the construction of its first drilling rig and it commenced operations on December 9, 2008.

Advisory Regarding Forward-Looking Information

Certain statements contained in this release constitute forward-looking information. These statements relate to future events or New CanElson's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on New CanElson's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the statements pertaining to the Exchange's acceptance of the Amalgamation as CanElson's qualifying transaction contain forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information. New CanElson disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

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

Contact Information

  • CanElson Drilling Inc.
    Elson J. McDougald
    Chairman and Chief Executive Officer
    (403) 266-3922 ext.226