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CRITICALCONTROL SOLUTIONS (TSX-V: CCZ) NEWS RELEASE For Immediate Release: Monday, March 14, 2005 Calgary, Alberta CRITICALCONTROL TO ACQUIRE OIL & GAS TECHNOLOGY SERVICES COMPANY CriticalControl Solutions Corp., (“CriticalControl” or the “Company”) (TSX Venture: CCZ) is pleased to announce it has executed a term sheet to acquire an Alberta based private company ("Targetco") providing technology services to oil and gas companies using proprietary software (the "Agreement"). The Agreement is subject to TSX Venture approval, due diligence, and execution of final documentation. Further details on Targetco will be announced upon waiver of certain conditions precedent. Upon Targetco meeting due diligence conditions, CriticalControl intends to be in a position to waive all remaining conditions precedent by March 27, 2005 and close the transaction in April 2005. Pursuant to the Agreement, CriticalControl will pay the shareholders of Targetco, $4,000,000 in cash and issue a total of 14,000,000 shares of CriticalControl. In addition, the shareholders of Targetco will receive 2,000,000 warrants of CriticalControl to acquire shares at the greater of the trading price on the day prior to closing of the transaction or $0.30. The warrants shall expire 2 years from the date of closing. Management of CriticalControl expects that this transaction will increase the Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") by $2,000,000 per year on an annualized basis. "This acquisition is the first step in the launch of the next phase of our acquisition strategy, setting the foundation to consolidate technologies critical to the energy sector and to enhance our implementation capability," said George Watson, CEO of CriticalControl. CriticalControl is further pleased to announce that it has executed a term sheet with Wellington Financial Fund II ("Wellington") to finance the cash portion of the purchase price of Targetco. The financing is subject to due diligence on Targetco. The proposed financing is to be completed by way of private placement of a secured debenture (the "Debenture") in the principal amount of $4,250,000, maturing two years from the date of closing. CriticalControl first partnered with Wellington in 2004 to finance the acquisition of Valcura International. About CriticalControl: CriticalControl is a technology company that builds, implements and manages critical business process solutions. Our proprietary products are data management tools to operate the critical business operations of our government and energy sector clients. In addition to our proprietary products, we implement large scale document and records management solutions using our strong domain expertise and in depth knowledge of our customer base. Where critical processes require unconditional continuity, our clients look to us to manage and perform certain operational functions on a short term or long term, outsourced basis. For more information, please visit www.criticalcontrol.com. For further information, please contact: Mr. George Watson Chief Executive Officer Tel: (403) 705-7500 Fax: (403) 705-7555 E-mail: george.watson@criticalcontrol.com
or Mr. Alykhan Mamdani President Tel: (403) 705-7500 Fax: (403) 705-7555 E-mail: alykhan@criticalcontrol.com The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
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