OTTAWA and CALGARY, Dec. 16 /CNW/ - Avalite Inc. ("Avalite"; TSX NEX - ALV.H) and True Production Services Inc. ("True") (a Calgary based private energy services company) today announced that they have entered into a Definitive Agreement (the "Definitive Agreement") dated December 15, 2009 to enter into a business combination (the "Business Combination") of the two corporations. Pursuant to the Definitive Agreement, Avalite will acquire all the issued and outstanding True common shares and True preferred shares. The parties intend that the closing of the Business Combination will occur within 7 business days following receipt of shareholder approval, but no later than March 1, 2010. Avalite and True will complete the Business Combination pursuant to a plan of arrangement, wherein Avalite, the continuing corporation, will be renamed "True Production Services Corp."
Reference is made to the joint Press Release of Avalite and True issued on Friday, December 4, 2009 entitled "Avalite Inc. Signs Proposed Business Combination Letter with True Productions Services Inc. and New Financing", which provides the details of the Business Combination.
As part of the regulatory approval process, Avalite and True will be submitting a management information circular for review by the TSX Venture Exchange. The Avalite Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSX Venture Exchange.
Completion of the Business Combination is subject to a number of conditions including, but not limited to TSX Venture Exchange acceptance and shareholder approval by both Avalite and True. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Business Combination, any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of Avalite should be considered highly speculative.
All information contained in this Press Release with respect to Avalite and True was supplied by Avalite and True, respectively, for inclusion herein, and with respect to such information, Avalite and its board of directors and officers have relied on True and vice versa.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements based on assumptions and judgments of management of Avalite and True regarding future events or results. Such statements are subject to a variety of risks and uncertainties, which could cause actual events or results to differ materially from those reflected in the forward-looking statements. Avalite disclaims any intention or obligation to revise or update such statements except as may be required by law.
SOURCE AVALITE INC.
For further information: For further information: Avalite Inc.: R. A. (Ralph) Misener, CEO, (613) 791-7780, Email: firstname.lastname@example.org; True Production Services Inc.: Jeffrey W. Holmgren, VP Finance and CFO, (403) 718-3877, email@example.com