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RMS Rms Systems Inc.

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Share Name Share Symbol Market Type
Rms Systems Inc. TSXV:RMS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

PHX Energy Services Corp. Announces Strategic Joint Venture Transaction

15/05/2012 2:18am

Marketwired Canada


PHX Energy Services Corp. ("PHX Energy") (TSX:PHX) is pleased to announce that
it has agreed to enter into a joint venture relationship with RMS Systems Inc.
("RMS") (the "Joint Venture") pursuant to which the parties will jointly carry
on and expand the business and operations of RMS worldwide outside of Canada
(the "Joint Venture Territory"). RMS will continue to carry on business in its
own right in Canada.


RMS has developed an Electronic Drilling Recorder ("EDR") technology, associated
know-how and intellectual property (the "RigManager System"), that offers
drilling operators the ability to remotely view down hole data, monitor drilling
progress in real time and create meaningful data analysis. The RigManager System
is described in greater detail below under the heading "About RMS Systems Inc.".



PHX Energy believes that the Joint Venture will strategically assist PHX Energy
in achieving its long-term goals as it represents an opportunity to expand its
international and US operating segments by entering an attractive sector of the
industry that has few competitors. The Joint Venture couples PHX Energy's
marketing expertise and relationships in the US and internationally with RMS's
technical expertise related to their EDR products and services. With PHX
Energy's well established presence in the US, Albania, Peru, Russia, and
Colombia and its network beyond these areas, it is believed the international
expansion of the RigManager platform will be greatly accelerated, and the
RigManager System has already been installed on 2 drilling rigs in Albania. In
addition, a key manager has been brought on board in Houston to begin developing
a well-connected and experienced team of sales representatives.  


For the purposes of carrying out joint venture operations, the parties have
incorporated a new operating subsidiary, RigManager International Inc.
("RigManager International") which comprises equal ownership of the parties. The
Board of Directors of RigManager International is comprised of an equal number
of nominees of each of the respective parties and one additional director
mutually agreed upon. 


Pursuant to the Joint Venture, RMS shall transfer all of its interest in its
currently wholly-owned U.S. subsidiary, RigManager Inc., to RigManager
International and grant to RigManager International an exclusive perpetual
license to market and distribute the RigManager System in the Joint Venture
Territory. PHX Energy will acquire its 50% interest in RigManager International
in consideration for approximately $2.7 million in cash, subject to closing and
post closing adjustments.  


The Joint Venture remains subject to satisfaction of certain customary closing
conditions to be satisfied on or before May 31, 2012. 


About PHX Energy Services Corp. 

PHX Energy's Canadian operations are conducted through Phoenix Technology
Services LP. The Corporation maintains its corporate head office, research and
development, Canadian sales, service and operational centres in Calgary,
Alberta. In addition PHX Energy has a service facility in Estevan, Saskatchewan.
PHX Energy's US operations, conducted through the Corporation's wholly-owned
subsidiary, Phoenix Technology Services USA Inc. ("Phoenix USA"), is
headquartered in Houston, Texas. Phoenix USA has sales and service facilities in
Houston, Texas; Traverse City, Michigan; Casper, Wyoming; Denver, Colorado; Fort
Worth, Texas; Midland, Texas; Buckhannon, West Virginia; Pittsburgh,
Pennsylvania; and Oklahoma City, Oklahoma. Internationally, PHX Energy has sales
offices and service facilities in Albania, Peru, Russia, and Colombia. 


The common shares of PHX Energy are traded on the Toronto Stock Exchange under
the symbol "PHX".


About RMS Systems Inc. 

RMS Systems Inc. has developed industry leading technologies (the "RigManager
System") which allows drillers of oil and gas wells to view the data that the
drill bit sees from the comfort of their own home, office or mobile device. The
RigManager Electronic Drilling Recorder ("EDR") allows the rig operators,
engineers, and geologists to monitor drilling progress in near real time without
actually being at the well location. RMS has developed hardware and software
solutions, with secure internet access that provides the foundation for drilling
information management. The RMS electronic data solutions are used to create
meaningful data analysis, increased productivity, and improved customer
satisfaction. The RigManager System includes high speed access to drilling data,
customizable report generation, and the RMS communications system which provides
customers improved bandwidth, lower latency and improved voice quality over
systems that have historically been used in the EDR business. The RMS products
have been developed by RMS technicians meaning they are customizable to meet
customer needs. RMS is the developer of its software and utilizes licensed
industry proven data collection sensors in the RigManager System. The RMS vision
is to provide the most complete and interpretive electronic data using
up-to-the-minute network communications. More information concerning RMS can be
found at its website www.rigmanager.com and on SEDAR.


Reader Advisory

The information in this news release contains forward looking statements
including management's assessment of future plans and operations of RigManager
International, the effect and anticipated benefits of the Joint Venture and the
completion and timing of completion of closing of the Joint Venture. These
forward looking statements are subject to numerous risks and uncertainties,
certain of which are beyond PHX Energy's control including, without limitation,
that closing of the Joint Venture may not occur the impact of general economic
conditions, industry conditions, industry competition, availability of qualified
personnel and management, stock market volatility, timely and cost-effective
access to sufficient capital from internal and external sources and other
matters incidental to the potential success of the Joint Venture. As a
consequence, actual results may differ materially from those anticipated in the
forward looking statements. Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on these and other factors
that could effect RigManager International's operations and financial results
are included in reports on file with the Canadian Securities Regulatory
Authorities and may be accessed through the SEDAR website and at each of the
websites of PHX Energy and RMS, respectively. Furthermore, the forward looking
statements contained in this news release are made as of the date of this news
release and PHX Energy undertakes no obligation to update publically or to
revise any of the forward looking statements whether as a result of new
information, future events or otherwise, except as may be required by applicable
securities laws.


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