Formation Fluid Management Inc.

Formation Fluid Management Inc.

November 26, 2015 20:12 ET

Formation Fluid Management Inc. Enters into Non-Binding Letter of Intent and Advances CAD $250,000 Secured Loan to a Subsidiary of the Proposed Transaction Party

CALGARY, ALBERTA--(Marketwired - Nov. 26, 2015) - Formation Fluid Management Inc. (DBA Formation Fluid Technology Inc.) (TSX VENTURE:FFM) ("FFM" or the "Corporation") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with an arm's length industry participant (the "Proposed Transaction Party") whereby FFM will acquire all of the issued and outstanding securities in the Proposed Transaction Party (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will be completed early 2016 and FFM will issue a further press release detailing the Proposed Transaction upon the signing of a definitive agreement or as otherwise required by applicable law. The entering into of the definitive agreement is subject to standard conditions, including, but not limited to, director approval, successful due diligence and final determination of the valuation of the parties.

In addition to the LOI, the Corporation has advanced a secured non-convertible loan (the "Loan") in the amount of CAD$250,000 to a wholly owned subsidiary of the Proposed Transaction Party (the "Loan Party"). The Loan is evidenced by a promissory note issued by the Loan Party to FFM (the "Promissory Note") and secured by a general security agreement on certain water right assets of the Loan Party. Amounts outstanding under the Promissory Note shall accrue interest at a rate of 10% per annum, payable in arrears at maturity, and will be due on May 19, 2016.

The Proposed Transaction Party is a fully integrated service company headquartered in Houston, Texas, that is dedicated to the safe and cost-effective collection, handling, transport, treatment, and reuse of contaminated water produced by conventional oil & gas production and hydraulic-fracturing flow-back water.

About the Corporation

Formation Fluid Management Inc. has developed a three stage waste water treatment plant (Hydro- Cycle) that uses a proprietary process to clean waste water. Each plant is mobile and can process up to 1000 m3 of water per day. This system treats water to meet or exceed CCME Guidelines (Canadian Environmental Quality Guidelines), resulting in reusable water that can be used for: Boilers, Frac Water, Water Floods, and Drilling Operations. FFM has identified commercial applications for the Hydro-Cycle system within the oil and gas industry. The waste water treatment system has a primary use to reduce producers' costs of dealing with produced water. The system also satisfies the need to reuse and recycle an increasing valuable resource.

Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


Statements in this news release may contain forward-looking information including the entering into of a definitive agreement for the Proposed Transaction. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements. The Corporation believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable, but no assurance can be given that they will prove to be correct. Actual results and future events may differ materially from those anticipated and accordingly forward-looking statements should not be unduly relied upon. Forward-looking statements contained in this document speak only as of the date of this news release. Except as required by applicable law, the Corporation disclaims any obligation to update any forward-looking information.

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