Assure Energy Completes Nevada Reincorporation; Continues With Plan To Further Reincorporate In Alberta, Canada.Energy Editors/Business Editors CALGARY, Alberta--(BUSINESS WIRE)--Sept. 11, 2003 Assure Energy, Inc. ("Assure" or the "Company") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ASUR) announced today that it has completed the change in its place of incorporation from Delaware to Nevada. The reincorporation was effected by the Company's merger with and into a wholly-owned Nevada subsidiary of the Company of the same name that was created for the sole purpose of the reincorporation. The merger was approved by the Company's board of directors and a majority of its shareholders. Pursuant to the merger, each outstanding security of the Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. was converted into an identical security of the Nevada corporation A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada. Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. and each outstanding share of the Nevada corporation owned by the Delaware corporation prior to the merger was retired and cancelled. As a result of the merger, there is no change in the Company's capitalization capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. or business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets . The only change resulting from the merger is that the Company is now governed by Nevada Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. and By-Laws and is governed by Nevada law rather then Delaware law. The Nevada reincorporation is part of a larger plan to reincorporate Re`in`cor´po`rate v. t. 1. To incorporate again. the Company in Alberta, Canada. The Company determined to effect the change in domicile domicile (dŏm`əsīl'), one's legal residence. This may or may not be the place where one actually resides at any one time. The domicile is the permanent home to which one is presumed to have the intention of returning whenever the purpose to Alberta, Canada by first engaging in the Nevada merger transaction to take advantage of a Nevada continuance The adjournment or postponement of an action pending in a court to a later date of the same or another session of the court, granted by a court in response to a motion made by a party to a lawsuit. statute which the Company believes will allow it to achieve the reincorporation to Alberta more advantageously than would have been the case had the Company determined to reincorporate directly to Alberta from Delaware. The Company's officers and directors, assets and operations are all located in Canada. The Company expects that such reincorporation will provide it with new financing opportunities and greater operational flexibility. The Company's board of directors has already approved the Alberta reincorporation and expects to obtain the necessary consents of persons holding a majority of its outstanding common stock shortly. Similar to the Nevada reincorporation, the Alberta reincorporation will not result in a change in the Company's capitalization or business operations. At the effective time of the Alberta reincorporation, all Company shareholders will own the same number and type of securities in the Alberta corporation that they owned in the Nevada corporation immediately prior to the reincorporation. This announcement does not constitute an offer of any securities for sale, or an offer or invitation to purchase any securities. A registration statement on Form S- 4 (the "Registration Statement") providing details of the Alberta reincorporation was filed by the Company with the Securities and Exchange Commission on July 22, 2003 (SEC File No.: 333-107233) The Registration Statement is available for review at the SEC's website, http://www.sec.gov. The Registration Statement is expected to be amended shortly in response to SEC comments thereon there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that and for the purpose of deleting references to a Company shareholder meeting which is not required. The Registration Statement discusses certain material differences between Nevada and Alberta law and certain tax consequences to both the Company and its shareholders resulting from the reincorporation. Company shareholders and other interested persons are encouraged to consult their own tax and financial advisors to confirm the consequences of the Alberta reincorporation. FORWARD LOOKING STATEMENTS This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as defined by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. |
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