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For Immediate Release:
April 4, 2005 CriticalControl Announces Acquisition of BMP Energy Systems Ltd. CriticalControl Solutions Corp., ("CriticalControl" or the "Company") (TSX Venture: CCZ) is pleased to announce the closing of its acquisition of BMP Energy Systems Ltd. (“BMP”). The proposed acquisition of BMP was announced in the Company’s press releases of March 14, 2005 and March 31, 2005, but the name and details of the acquisition were not released at that time. BMP enables gas producers to capture critical volume and flow data using its proprietary technology, ScanGas, to image and analyze charts generated by gas meters. ScanGas empowers gas producers with automated data integration into production accounting while maintaining critical document security and audit trail through access to digitized images of the original charts in a collaborative storage and information access utility available through a simple web browser. As more than 80% of all gas wells use gas chart meters, BMP’s solution is a mechanism to achieve data integration without the high capital expense of replacing traditional gas meters. “Many new technologies exist which provide high value added information analysis and management control to oil and gas producers, but are generally too expensive to implement due to the costs of integrating production information into the new tools. Using our electronic flow measurement and SCADA expertise at CriticalControl, combined with ScanGas and BMP’s market leadership position, we are well positioned to integrate critical production information with new products and technologies for oil and gas producers,” said George Watson, CEO of CriticalControl. Pursuant to the acquisition of BMP, CriticalControl paid a purchase price consisting of $4,000,000 cash and 14,000,000 shares of CriticalControl to the shareholders of BMP. In addition, the shareholders of BMP were issued warrants entitling them to acquire an additional 2,000,000 shares of CriticalControl at $0.40. The warrants will expire on March 31, 2007. The cash portion of the purchase price was financed through the private placement of a debenture by Wellington Financial LP (“Wellington”) in the principal amount of $4,250,000. The debenture bears interest at 12% per annum and is repayable on March 31, 2007. In addition, Wellington was issued warrants to acquire 4,250,000 shares at $0.35 per share. These warrants will expire on March 31, 2009. “We are extremely pleased to welcome the staff of BMP to the CriticalControl team. Robert McClinton, formerly CEO of BMP will be nominated to our board of directors and Brenton Lawther, Vice President of Corporate Development with BMP will join CriticalControl as our Vice President, Upstream Technologies. This business combination will add more than $2,000,000 to our earnings before interest, taxes, depreciation and amortization (“EBITDA”) and will position us in an ideal environment to execute an acquisition strategy aimed at consolidating new technologies in the energy sector. Our existing market leadership position in the pipeline technologies space and our recent success in penetrating oil and gas producers with our asset management application, ezy-Ops, combined with BMP’s market leadership in the upstream energy sector, positions us for strong growth,” said Alykhan Mamdani, President of CriticalControl. 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
(403) 705-7500 or Mr. Alykhan Mamdani
President
(403) 705-7500 The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release. |