CALGARY, Alberta, Sept. 12, 2003 — Assure Energy Inc. announced 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 was converted into an identical security of the Nevada corporation 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 or business operations. The only change resulting from the merger is that the company is now governed by Nevada Articles of Incorporation and By-Laws and is governed by Nevada law rather then Delaware law.
The Nevada reincorporation is part of a larger plan to reincorporate the company in Alberta, Canada.
The company determined to effect the change in domicile to Alberta, Canada by first engaging in the Nevada merger transaction to take advantage of a Nevada continuance 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.