VGS Seismic Canada Inc.: Conversion of Class B Shares to Class A Shares

At the Annual and Special Meeting of the Shareholders of VGS Seismic Canada Inc.
("VGS") (TSX VENTURE:VGS) held on June 19, 2008 ("Meeting"), the Class A and
Class B shareholders, voting separately as separate classes, approved special
resolutions to change the issued and outstanding Class B (non-voting) common
shares of VGS into issued and outstanding Class A (voting) common shares of VGS
on the basis of one Class A (voting) common share for each Class B (non-voting)
common share ("Exchange Resolution"). The Exchange Resolution was also passed by
the majority of the votes cast by shareholders of Class A common shares who
voted at the Meeting either in person or by proxy excluding the votes of the
shareholders who are non-arms length parties (including officers and directors)
to VGS and who owned Class B common shares.


As at May 12, 2008 there were 25,940,986 issued and outstanding Class A common
shares and 5,038,785 issued and outstanding Class B common shares. After
effecting the Exchange Resolution, VGS will have 30,979,771 Class A common
shares issued and outstanding and no Class B common shares issued and
outstanding. Only the Class A common shares are listed on the TSX Venture
Exchange. As at May 12, 2008, the officers and directors of VGS, as a group,
beneficially owned, or exercised control over, directly or indirectly: (i)
1,900,492 Class B common shares or approximately 37.72% of the issued and
outstanding Class B common shares; and (ii) 4,472,321 Class A common shares or
approximately 17.24% of the issued and outstanding Class A common shares. After
effecting the Exchange Resolution, the officers and directors of VGS, as a
group, will beneficially own, or exercise control over, directly or indirectly
6,372,813 Class A common shares or approximately 20.57% of the issued and
outstanding Class A common shares. As of May 12, 2008, to the knowledge of the
officers and directors of VGS: (i) no shareholder of Class B common shares
beneficially owned, or exercised control over, directly or indirectly, 10% or
more of the issued and outstanding Class A common shares; and (ii) only Steven
Vasey, Chief Executive Officer and a director of VGS, beneficially owned, or
exercised control over, directly or indirectly, 10% or more of the issued and
outstanding Class B common shares, being 555,187 Class B common shares or
approximately 11.02% of the issued and outstanding Class B common shares.


The completion of the Exchange Resolution is subject to the receipt of all
regulatory approvals including, without limitation, approval of the TSX Venture
Exchange and will be effective when the articles of amendment are filed in
respect of the Exchange Resolution.


For more details see the Management Information Circular of VGS filed on SEDAR
on May 21, 2008.


Based in Calgary, Alberta, VGS Seismic Canada Inc. identifies, creates and
markets digital seismic data for licensing to oil and natural gas exploration
companies. To date, the Corporation's growing data library is concentrated in
British Columbia, Southern Alberta and Eastern Saskatchewan. VGS shares trade on
the TSX Venture Exchange under the symbol VGS.