June 08, 2005 19:12 ET

IMC2 Corporation: Press Release

CALGARY, ALBERTA--(CCNMatthews - June 8, 2005) - IMC2 Corporation (TSX VENTURE:ICC.P) ("IMC") announces that it has executed a letter of intent dated June 7, 2005 to acquire all of the issued and outstanding shares of Aztek Energy Ltd. ("Aztek"), an Alberta corporation. Aztek is a junior oil and gas exploration and production company whose assets are located primarily at Morinville and Bashaw in Alberta. Aztek's current production is approximately 225 boe/day. The acquisition will be IMC's qualifying transaction. IMC has agreed to issue 18,642,886 shares with a deemed value $.44 a share representing total deemed consideration of $8,202,861 for the issued and outstanding shares of Aztek. IMC has also agreed to issue options to purchase 1,254,260 shares of IMC at a minimum price of $0.50 per share to replace committed Aztek options. The transaction is an arm's length transaction subject to execution of binding agreements and completion of customary due diligence. As at December 31, 2004 Aztek had working capital of $1,418,409, assets of $6,446,260 and liabilities of $4,183,744. Aztek had 2004 revenue of $1,938,401.

The officers of Aztek are Michael G. Muirhead, President and CEO; William Spence, Chief Financial Officer; Leigh Muir, Vice-President of Operations; and Randy Birkes, Vice-President of Land. There are approximately 44 shareholders of Aztek and of these only Michael Muirhead and NCE Flow Through (2004) Limited Partnership hold more than 10%.

It is anticipated that following completion of the transaction Michael Muirhead, Randy Birkes, Monty Ravlich and R.G.(Jerry) Ball will join the Board of Directors of IMC. The current board of IMC, with the exception of David Calnan, will resign on completion of the qualifying transaction. The backgrounds of the proposed officers and directors of IMC are as follows:

Michael G. Muirhead President, Chief Executive Officer and a Director

Mr. Muirhead attended the University of British Columbia where he received a Bachelor of Science Degree in Geology. Since graduating Mr. Muirhead has been employed in the oil and gas industry. His experience incorporates both Geology and Geophysics in developing prospects. During his 13 years in the industry, Mr. Muirhead has developed and drilled over six hundred prospects in the Western Canada Sedimentary Basin. His experience includes developing focused core areas through corporate/asset evaluations, exploitation and exploration and/or development drilling.

William T. Spence Chief Financial Officer

After receiving a Bachelor of Commerce degree from Queen's University, Mr. Spence became a Chartered Accountant in 1974. Subsequently, Mr. Spence received an LLB from the University of Calgary and was admitted to the Law Society of Alberta in 1981. Mr. Spence practiced law for over 20 years, primarily with the Calgary law firm of Walsh Wilkins Creighton LLP and the Alberta Securities Commission. His practice included all areas of corporate and commercial law, including securities, oil & gas and corporate governance. Mr. Spence joined Aztek in July 2004 as Chief Financial Officer.

Leigh Muir, P.Eng Vice President Production & Operations Engineering

Mr. Muir attended the University of Calgary where he received his Bachelor of Science Degree in Civil Engineering. Mr. Muir's experience includes over 29 years in the oil & gas industry covering production, drilling/completions and operations for junior and senior companies. Most recently Mr. Muir was with Geodyne Energy as Vice President Production where he was an integral part of the management team which successfully grew the company from 15 BOEPD to 750 BOEPD which resulted in the sale of Geodyne to Ranchgate Energy Inc.

Randall A.C. Birks Vice President Land & Corporate Development and a Director

Mr. Birks attended the University of Calgary where he received his Bachelor of Education Degree. Mr. Birks is President of Ronin Ventures Inc., a private oil and gas consulting firm. Mr. Birks has been providing consulting landman services to the oil and gas industry for 25 years. His experience incorporates all aspects associated with negotiating, land acquisitions, divestment, administration and land management.

Monty J. Ravlich Calgary, Alberta Corporate Secretary, Director, Shareholder

Mr. Ravlich attended the University of Ottawa where he received his Bachelor of Arts Degree. Mr. Ravlich's experience includes over 24 years in the wire-line services business, 10 of them with a major oil and gas industry service company. Monty has been with Tucker Wireline Services for 14 years. Mr. Ravlich has held various management positions at Tucker Wireline and is currently the President and Chief Operating Officer of North American Operations.

R.G. (Jerry) Ball Airdrie, Alberta Director

Mr. Ball is the President and Chief Executive Officer of Ripper Oil and Gas Inc., an oil and gas company listed on the TSX Venture Exchange, since April 17, 2001. Mr. Ball was the President of Grace Resources Inc., an oil and gas company, from April 1998 to January 2001 and was Vice-President Exploration and Land of Archean Energy Ltd., an oil and gas company, from July 28, 1996 to March 6, 1998. Mr. Ball was Vice-President Exploration of Jordan Petroleum Ltd., an oil and gas company, from August 1, 1991 to April 1, 1996.

David M. Calnan Calgary, Alberta Director

Mr. Calnan has been a Partner of Shea Nerland Calnan, Barristers and Solicitors from July, 1990 to present. Mr. Calnan is a director or trustee of each of Calloway Real Estate Investment Trust, Badger Income Fund and Ripper Oil and Gas Inc. and is President and a director of Rocky Old Man Energy Inc.

Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable, pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that except as disclosed in the Management Information Circular or filing statement to be prepared in connection with the transaction any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • IMC2 Corporation
    David Calnan
    (403) 299-9606