PHX Energy Services Corp. Enters Into an Agreement to Acquire RMS Systems Inc.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U.S. SECURITIES LAW. 


PHX Energy Services Corp. ("PHX" or "the Corporation") (TSX:PHX) and RMS Systems
Inc. ("RMS") (TSX VENTURE:RMS) are pleased to jointly announce that they have
entered into an Arrangement Agreement whereby, subject to certain conditions,
PHX will acquire all of the issued and outstanding shares ("RMS Shares") of RMS
not already owned by PHX pursuant to a plan of arrangement under the Business
Corporations Act (Alberta) (the "Arrangement").


This Arrangement allows PHX to strategically expand into a market segment that
compliments its current services and presents many opportunities for growth. The
information and data management segment of the oilfield services industry is
attractive as there are only a few competitors and the technology is required on
nearly every rig that operates. RMS recently completed upgrades to its
technology to create a more competitive product and PHX believes it can
successfully market this technology with its proven ability to foster strong
client relationships. PHX will leverage its existing infrastructure and
geographical footprint to expand market share and create cost benefits where
possible. RMS believes that the synergies achieved with the integration into PHX
will provide accelerated growth for its existing business while providing its
shareholders with exposure to a high quality energy services business with an
attractive dividend.


Under the terms of the Arrangement, all shareholders of RMS, other than PHX,
will receive 0.037209 of a common share of PHX ("PHX Shares") for each RMS Share
held based upon a value ascribed to each of the RMS Shares and PHX Shares of
$0.40 and $10.75, respectively, which represents a premium of 112% to the
weighted average trading price of RMS Shares on the TSXV for the 20 trading days
immediately preceding the date hereof. 


PHX currently owns 31,501,000 RMS Shares, representing approximately 39.85% of
the currently issued and outstanding RMS Shares. Following completion of the
Arrangement, RMS will become a wholly-owned subsidiary of Phoenix Technology
Services Inc., a wholly-owned subsidiary of PHX. 


PHX intends to retain all employees of RMS, including key management personnel,
in an effort to continue the momentum of product development and market growth. 


The Board of Directors of RMS (the "RMS Board") formed a committee of
independent directors (the "RMS Independent Committee") to, among other things,
review and evaluate the terms of the proposal from PHX, to retain financial
advisors and obtain and supervise the preparation of a fairness opinion, to make
a recommendation to the RMS Board in respect of the proposal and to negotiate
the terms and conditions of the Arrangement Agreement and related matters. 


Cormark Securities Inc. ("Cormark") acted as financial advisor to RMS and has
provided the RMS Independent Committee and the RMS Board with a fairness opinion
that the consideration to be received by holders of RMS Shares pursuant to the
Arrangement is fair, from a financial point of view, to such shareholders of
RMS. 


The Board of Directors of PHX (the "PHX Board") formed a committee of
independent directors (the "PHX Independent Committee") to, among other things,
review and evaluate the terms of the proposal to RMS and to supervise the
negotiation of the terms and conditions of the Arrangement Agreement and related
matters. 


The Arrangement was unanimously recommended by each of the RMS and PHX
Independent Committees to the RMS Board and the PHX Board, respectively. The RMS
Board (with interested directors abstaining) has unanimously determined that the
consideration to be received by holders of RMS Shares pursuant to the
Arrangement is fair, from a financial point of view, to such holders and that
the Arrangement is in the best interests of RMS and has unanimously approved the
Arrangement and resolved to recommend that holders of RMS Shares vote in favour
of the Arrangement. The PHX Board (with Mr. Hooks abstaining), after receiving
the unanimous recommendation of the PHX Independent Committee, has unanimously
determined that the Arrangement is in the best interests of PHX and has
unanimously approved the Arrangement.


Each of PHX and all of the directors and officers of RMS, who collectively own
directly or indirectly, or exercise control or direction over, approximately 57%
of the outstanding RMS Shares, have entered into support agreements pursuant to
which they have agreed to vote their RMS Shares in favour of the Arrangement. 


Under the Arrangement Agreement, RMS has agreed that it will not solicit,
assist, initiate, facilitate or encourage any discussions, negotiations,
proposals or offers concerning the pursuit of any other acquisition proposals.
In addition, PHX has the right to match any competing "superior proposal" (as
defined in the Arrangement Agreement) for RMS in the event such a proposal is
made. The Arrangement Agreement provides for a $1 million termination fee
payable to PHX in certain circumstances if the Arrangement is not completed.


The Arrangement is subject to customary stock exchange, Court and regulatory
approvals, including but not limited to, the approval of at least 66 2/3% of the
votes cast in person or by proxy at a special meeting of shareholders of RMS and
the approval of the "majority of the minority", being a majority of the votes
cast by shareholders of RMS excluding PHX and any other shareholders whose votes
may not be included in determining if minority approval is obtained pursuant to
Multilateral Instrument 61-101 - Protection of Minority Securityholders in
Special Transactions. 


The special meeting of shareholders of RMS to consider the Arrangement is
expected to be held in November, 2013.


Advisory Regarding Forward-Looking Statements

This press release may contain forward-looking statements including anticipated
timing of various matters relating to the completion of the transactions
contemplated by the Arrangement Agreement. These statements are based on current
expectations that involve a number of risks and uncertainties, which could cause
actual events to differ from those anticipated. These risks include, but are not
limited to: the risks associated with the completion of the transactions
contemplated by the Arrangement Agreement and the timing and receipt of required
shareholder, court, regulatory and other approvals and consents. No assurances
can be given that any of the events anticipated by the forward-looking
statements will transpire or occur. Except as required by applicable securities
law, PHX and RMS undertake no obligation to update or revise any forward-looking
statements. 


This release does not constitute an offer to purchase or a solicitation of an
offer to sell securities. Shareholders are advised to review any documents that
may be filed with securities regulatory authorities and any subsequent
announcements because they will contain important information, regarding the
Arrangement and the terms and conditions thereof. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
PHX Energy Services Corp.
John Hooks
President and Chief Executive Officer
[phone]


PHX Energy Services Corp.
Cameron Ritchie
Senior Vice President, Finance and Chief Financial Officer
[phone]
www.phxtech.com


RMS Systems Inc.
Dave Hall
President and Chief Executive Officer
[phone]