VGS Seismic Canada Inc. Announces Going-Private Transaction

VGS Seismic Canada Inc. (TSX VENTURE:VGS) ("VGS") announces that it has entered
into an arrangement agreement with Plainfield Special Situations Master Fund
Limited ("Plainfield") (the "Arrangement Agreement") dated the date hereof,
pursuant to which an affiliate of Plainfield, Plainfield Luxembourg S.a.r.l.,
will acquire all of the issued and outstanding common shares of VGS by way of a
plan of arrangement under the provisions of section 192 of the Canada Business
Corporations Act. The cash consideration to be paid for each common share of VGS
under the Arrangement Agreement will be CDN$0.06 per common share. This
represents an approximately 100% premium over the closing price of CDN$0.03 of
VGS on the TSX Venture Exchange on July 16, 2009, being the last trading day
before the date hereof. The total value of the transaction, inclusive of an $18
million convertible debenture held by Plainfield, amounts to approximately $19.9
million. Pursuant to the Arrangement Agreement, VGS has agreed to terminate all
its outstanding stock options, being the only outstanding convertible securities
of VGS held by persons other than Plainfield and its affiliates.


Plainfield holds 4,166,667 common shares in the capital of VGS, representing
approximately 13.4% of the total outstanding common shares, 1,587,500 common
share purchase warrants and holds a convertible debenture (the "Debenture") in
the amount of $18 million that is secured by all of the assets of VGS with the
exception of VGS' real property. Plainfield is a related party to VGS, as such
term is defined in Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101") and the arrangement to be
completed pursuant to the Arrangement Agreement (the "Arrangement") will be
conditional upon, among other things, the approval of the majority of the
minority of VGS shareholders (excluding Plainfield and its affiliates) and the
approval of 66 2/3% of the shareholders of VGS (including Plainfield and its
affiliates). It is expected that a special meeting of the shareholders of VGS to
approve the Arrangement will be held on or around September 16, 2009 (the
"Meeting"). The Arrangement is also conditional upon customary terms for
transactions of this nature including there being not more than 5% of VGS
shareholders who exercise their right of dissent in respect of the Arrangement
and the approvals of the TSX Venture Exchange and the Court of Queen's Bench of
Alberta. Further particulars of the Meeting, the Arrangement and the Arrangement
Agreement will be communicated to VGS shareholders in due course.


The Debenture held by Plainfield is due on February 16, 2010 and includes
certain covenants with which VGS is not in compliance at June 30, 2009. The
terms of the Arrangement Agreement provide that Plainfield will (i) not act upon
this or future defaults under the Debenture and (ii) defer the interest payment
due from VGS to Plainfield on August 14, 2009, until the earliest of completion
of the Arrangement, October 15, 2009 or the termination of the Arrangement
Agreement in accordance with its terms.


It is expected that the Arrangement will be completed by September 30, 2009.
Upon completion of the transactions contemplated by the Arrangement Agreement,
VGS will be a wholly owned subsidiary of and is expected to be delisted from the
TSX Venture Exchange. There can be no assurance that the Arrangement will be
completed as proposed or at all.


The board of directors of VGS has approved the Arrangement and the Arrangement
Agreement. The board believes that the Arrangement is in the best interests of
VGS and has agreed to recommend that its shareholders vote to approve the
Arrangement at the Meeting. One of the directors of VGS is an appointee of
Plainfield, and as such, was absent from board of directors discussions of the
transaction and abstained from voting to approve the Arrangement and the
Arrangement agreement.


Ernst & Young Orenda Corporate Finance Inc. ("E&Y Orenda") is acting as
exclusive financial advisor to VGS with respect to the Arrangement. E&Y Orenda
has provided a verbal fairness opinion to the board of directors of VGS
indicating that the consideration to be received by VGS shareholders under the
offer is fair from a financial point of view. As financial advisor to VGS, E&Y
Orenda will also provide a formal written valuation and fairness opinion, a copy
of which will be included in the information circular to be provided to the
shareholders of VGS prior to the Meeting.


The board of directors of VGS has agreed that it will not solicit or initiate
discussions or negotiations with any third party concerning any sale of any
material position or assets of VGS, or any business combination involving VGS,
and VGS has granted Plainfield the right to match, under certain circumstances,
any subsequent offer. Certain directors and officers of VGS, collectively
holding approximately 11.6% of the issued and outstanding common share of VGS as
of the date hereof, will enter into agreements whereby they will agree to vote
their shares in favour of the Arrangement, except in certain limited
circumstances.


VGS SEISMIC CANADA INC. is based in Calgary, Alberta. VGS acquires and retains
the ownership rights to digital seismic data for licensing to oil and natural
gas exploration companies. VGS' data library is concentrated in British
Columbia, Southern Alberta and Eastern Saskatchewan.


On behalf of the board of directors of VGS,

Dennis Balderston, Director

Certain statements contained in this press release may be considered as "forward
looking". Such "forward looking" statements are subject to risks and
uncertainties that could cause actual results to differ materially from
estimated or implied results. These forward-looking statements are identified by
their use of terms and phases such as "believe,' "expect,' "plan,' "anticipate"
and similar expressions identifying forward-looking statements. Investors should
not rely on forward-looking statements because they are subject to a variety of
risks, uncertainties and other factors that could cause actual results to differ
materially from VGS' expectations, and expressly does not undertake any duty to
update forward-looking statements. These factors include, but are not limited to
the following: the impact of general economic conditions, industry conditions,
governmental regulation, volatility of commodity prices, currency fluctuations,
environmental risks, the inability to meet listing standards, the inability to
obtain required consents, permits or approvals, competition from other industry
participants, the lack of availability of qualified personnel or management,
stock market volatility and the inability to access sufficient capital from
internal and external sources, and the risk that actual results will vary from
the results forecasted and such variations may be material.