Message #2 From:
Stock News Bot Date: September 22, 2006 09:53:00 AM
TBXC News TBX Resources, Inc. Announces Merger Agreement With Earthwise Energy, Inc.
DALLAS--(BUSINESS WIRE)--Sept. 22, 2006--TBX Resources, Inc. (OTCBB:TBXC) an independent oil and gas exploration and production company, announced today that it has entered into a merger agreement with Earthwise Energy, Inc. (EEI), which would result in EEI becoming a wholly owned subsidiary of TBX upon closing.
EEI is an independent oil and gas company located in Dallas, Texas that has certain oil and gas assets and cash flows that TBX management believes will add value to their strategic plan for growing the company's assets in the Barnett Shale oil and gas play.
"TBX and its principals gives us confidence that this new fusion of EEI's assets and our stockholders, together with the holdings, management, and infrastructure of TBX, will result in a new phase of dynamic growth for TBX," commented Steven Howard, President of EEI.
The closing of the merger is contingent upon stockholder approval and other events, including satisfaction of joint due diligence, registration of TBX common shares to be used as merger consideration, completion of a fairness opinion that the transaction is fair to TBX stockholders, and execution of lock-up agreements by certain incoming stockholders restricting the TBX common stock they receive as merger consideration. Subject to certain adjustments, TBX anticipates issuing approximately 4,062,018 shares of its common stock to the EEI stockholders in return for all of the common stock of Earthwise Energy, Inc. If all contingencies are met, TBX anticipates filing a registration statement for the transaction within 120 days.
About TBX Resources, Inc.
TBX Resources, Inc. (OTCBB:TBXC), headquartered in Dallas, TX, is an independent oil and gas exploration and production company which either obtains producing wells with the expectation of rehabbing the wells in an effort to increase production or drills new wells in the hopes of obtaining oil and gas production in commercial quantities.
This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts.
