September 12, 2005 13:46 ET

IMC2 Provides Update on Qualifying Transaction

CALGARY, ALBERTA--(CCNMatthews - Sept. 12, 2005) -

Qualifying Transaction Update

IMC2 Corporation (TSX VENTURE:ICC.P) ("IMC2" or the "Corporation") announces that it has closed the acquisition of all of the issued and outstanding shares of Aztek Energy Ltd. ("Aztek"), a private Alberta oil and gas company on the basis described in its Filing Statement filed on SEDAR on August 26, 2005, in connection with the Corporation's Qualifying Transaction pursuant to the TSX Venture Exchange Policy 2.4 - Capital Pool Companies. The closing is subject to final approval of the TSX Venture Exchange.

Under the agreement, the Corporation purchased all of the outstanding securities (being 7,297,377 Class A Shares) of Aztek for $1.1241 per Class A Share of Aztek (or aggregate consideration of $8,202,870) which was paid by the issuance of 2.5547 Common Shares of the Corporation for each Class A Share of Aztek (for an aggregate of 18,642,616 Common Shares of the Corporation) at a deemed value of $0.44 per Common Share of the Corporation.

It is anticipated that the Corporation and Aztek will amalgamate on or about October 1, 2005 by way of a short form vertical amalgamation pursuant to the provisions of the Business Corporations Act (Alberta) to form a new amalgamated corporation which will continue under the name "Aztek Energy Ltd." (the "Resulting Issuer").

Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

Private Placement

The Corporation, in conjunction with the completion of the Qualifying Transaction, raised $4,216,499 through a private placement pursuant to the "accredited investor" exemption in applicable Canadian securities legislation, of 5,036,362 Common Shares, at a subscription price of $0.44 per Common Share, and 3,637,272 Flow Through Common Shares at a subscription price of $0.55 per Flow Through Common Share. Certain promoters, officers, directors, other insiders of the Corporation and associates or affiliates thereof subscribed for 871,000 Common Shares in aggregate under the Private Placement.

Grant of Stock Options

The Corporation will issue 200,000 Common Shares following the Completion of the Qualifying Transaction upon the exercise of options. The balance of the Corporation's outstanding options will be cancelled. The Corporation has granted new options to purchase 1,359,260 common shares under its stock option plan to the officers and employees of Aztek and to the outside directors of the Resulting Issuer, such options having an exercise price of $0.50 per Common Share and being exercisable until September 9, 2010.

Investors are cautioned that except as disclosed in the Filing Statement 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
    (403) 299-9601 (FAX)