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Norex and Tesla Announce Merger to Create a New Internationally Focused Geophysical Services Company

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CALGARY, ALBERTA - (Marketwire - Jan. 11, 2010) - Norex Exploration Services Inc. (TSX:NRX) ("Norex" or the "Company") and Tesla Exploration Ltd. ("Tesla"), a private company headquartered in Calgary, Alberta, announced today that they have entered into a definitive agreement (the "Agreement") to combine their businesses through a share exchange transaction under which Tesla shareholders will exchange each common share held, on an exempt take-over bid basis, for 8.4333 common shares of Norex (the "Combination"). The Combination will create an internationally focused, financially strong, geophysical services company that will capitalize on the existing strong fundamentals for global oil and natural gas development.

Shareholders representing in excess of 90% of the outstanding common shares of Tesla, and shareholders representing 64% of the outstanding common shares of Norex, have signed lock up agreements in support of the Combination. The proposed Combination is subject to customary conditions precedent to closing, stock exchange and regulatory approvals as well as approval by a simple majority of the shareholders of Norex voting in person or by proxy at a meeting of Norex shareholders to be scheduled for late March 2010. The Combination is expected to close shortly thereafter. An information circular pertaining to the Combination is anticipated to be mailed by Norex to its shareholders in February 2010.

Mr. Paul Crilly, the President & CEO of Norex, stated "This transaction is consistent with Norex's continuing consolidation strategy and its pursuit of international expansion. Our long-term vision has been the creation of North America's premier seismic acquisition company, and the proposed Combination, we believe, facilitates this."

Mr. Richard Habiak, the President & CEO of Tesla, stated "This transaction will create a leading geophysical services provider with strong operations internationally as well as a broad footprint in North America. Tesla has been successful in achieving aggressive international growth throughout the past five years and we are excited to continue this growth through the combination of the operations and equipment of Tesla and Norex. After the closing of the Combination, Tesla will be the largest geophysical services provider in Canada."

Richard Habiak will lead a new publicly listed internationally focused geophysical services company under the name Tesla Exploration Ltd. The remainder of the executive team will consist of a combination of the current management teams of Tesla and Norex. The board of directors will be reconstituted to include four nominees from Tesla which will include current members of the board of directors of Tesla, including Ronald P. Mathison who will be appointed as Chairman, and three members from the current board of directors of Norex. Upon completion of the Combination, the shareholders of Tesla ("Tesla Shareholders") will own approximately 70% of the outstanding shares of the pro forma company and the current shareholders of Norex ("Norex Shareholders") will own approximately 30%. The boards of directors of each of Tesla and Norex have unanimously approved the Agreement.

Key Attributes of the Proposed Combination

The combined company will be a TSX listed international geophysical services company focused on growing its operations in Europe, Africa, Asia, North America and other international markets.

The combined company will have the following key attributes:

- Pro forma EBITDA(i) of $49.0 million in 2008 and $6.0 million in 2009 year-to-date as at September 30, 2009. Tesla's 2009 year-to-date EBITDA was adversely affected by start-up costs in relation to a significant contract in east Africa which is expected to contribute positively to future results. In addition, 2009 year-to-date EBITDA was adversely affected by a significant accounting loss on a single contract which is currently in dispute. Also, Tesla's 2009 financial results have not been reviewed by Tesla's external auditors and are subject to their review.

- Strong balance sheet with estimated pro forma net debt of $16 million as at September 30, 2009 with anticipated credit facilities totaling approximately CAD$45 million and Pounds Sterling 4 million as well as capital lease facilities totaling approximately CAD$17.5 million and Pounds Sterling 2.5 million.

- Modern equipment fleet that is in high demand by customers both internationally and in North America. Pro forma equipment will include over 35,000 channels of ARAM Aries equipment, approximately 1,500 channels of marine transition equipment, 69 Vibroseis units, camps, drills, as well as survey and various other ancillary geophysical equipment.

- Offices in Calgary, Alberta, Denver, Colorado, Houston, Texas, Baton Rouge, Louisiana, Horseheads, New York, Alfreton, UK, Addis Ababa, Ethiopia, and Jakarta, Indonesia.

- Broad suite of geophysical and related services including data acquisition, interpretation, processing, and marine hazard surveys.

- Strong ability to utilize its equipment base to achieve growth in a number of international markets.

- Attractive customer base consisting of major state-owned and independent E&P companies internationally as well as leading E&P companies in North America.

- Approximately 184.9 million basic common shares outstanding before giving effect to an anticipated share consolidation.

Other Terms of the Combination

The Agreement contains customary terms and conditions for a transaction of this nature, including:

- Representations and warranties regarding the respective businesses of Tesla and Norex and covenants applicable to each such entity regarding their respective businesses and affairs.

- Subject to certain customary exceptions, the Agreement prohibits Norex from soliciting or initiating any discussion concerning any other business combination or similar transaction prior to the completion or termination of the Combination.

- Tesla has been granted a right to match in the event a superior proposal is received by Norex.

- A termination fee of $800,000 is payable to Tesla in certain circumstances.

Share Consolidation and Name Change

At the Norex shareholder meeting, Norex Shareholders will also be asked to approve the name change of the company from Norex Exploration Services Inc. to Tesla Exploration Ltd. In addition, Norex Shareholders will be asked to approve a consolidation of the shares outstanding of Norex.

Financial Advisors

Raymond James Ltd. has provided a verbal opinion to the board of directors of Norex that the Combination is fair, from a financial point of view, to the shareholders of Norex.

Peters & Co. Limited is acting as financial advisor to Tesla.

About Norex

Norex, and its divisions Conquest Seismic Services and U.S. subsidiary, Conquest Seismic Services, Inc., provide premium 2D, 3D, 4D and 3C land-based seismic data acquisition services in Canada and the United States. Norex currently has 55.3 million basic common shares outstanding and will be issuing 129.6 million common shares in connection with the Combination. Norex trades on the TSX under the symbol "NRX".

About Tesla

Founded in 1999, Tesla provides geophysical and related services in Canada, internationally through its wholly owned subsidiary IMC Geophysics International Ltd., and in the United States through Tesla Exploration USA Ltd. and Tesla Offshore LLC. Under the leadership of Richard Habiak since 2000, Tesla has grown both organically and through acquisitions funded by retained earnings and prudent levels of borrowing, from a Canadian focused land seismic business to a global provider of a broad suite of geophysical and related services.

A pro forma corporate presentation will be available on both Norex's website at www.norexxpl.com, and Tesla's website at www.teslaexploration.com.

Cautionary Statement Regarding Forward-looking Statements and Information

This press release contains forward-looking statements. These statements relate to future events or future performance of Norex. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", and similar expressions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect Norex's current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Although Norex believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct. Many factors could cause Norex's or the pro forma company's actual results, performance, or achievements to materially differ from those described in this press release. These include, but are not limited to, risks that required shareholder, regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties within the timelines provided for in the agreement and risks that other conditions to the completion of the Combination are not satisfied on the timelines set forth in the Agreement or at all. The Company provides seismic data acquisition services and is exposed to a number of risks and uncertainties that are common to companies in the same business. These risks and uncertainties include demand for the Company's services which is affected by, among other things, the speculative nature of resource exploration and development activities, changes in commodity prices, general economic, market and business conditions; changes in customer exploitation budgets; foreign exchange risk, risks inherent in international operations, competition for capital and skilled personnel and shortages thereof; the competitive nature of the seismic industry; the ability to keep pace with constantly changing technology; uncertainty in various factors in the oil and gas industry, including the ability to comply with current and future health, safety, environmental and other laws; the general risk inherent to seismic data acquisition activities; risks relating to expansion including pressure on operational and technical resources; risks relating to the reliance on key officers, employees and consultants, including an unexpected loss or departure of any one of them; cancellation of work previously awarded to the Company; the possibility of a conflict of interest arising for the directors and officers of the Company who are participants in other sectors of the oil and gas industry; risks relating to having shareholders who are able to exert influence over the affairs of the Company; the possibility of the need for future financing, which may not be available on favourable terms; the risk of not renewing current credit facilities; the volatility of, and lack of liquidity in, the trading market for the shares of the Corporation; actions by governmental or regulatory authorities including increasing taxes and changes in other regulations; and the occurrence of unexpected events involved in resource exploration including, but not limited to, adverse weather conditions and wind. Adverse weather or field operating conditions can also negatively impact field productivity and, as a result, the Company's overall profitability. Certain jobs awarded to the Company are on a "turnkey" pricing basis where the Company bears the risk of lost productivity, increased input and/or subcontractor costs. As a result, factors reducing field productivity and any in increases in the Company's input costs could have a material affect on the Company's profitability. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. Norex does not intend, and does not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, expect as required by law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein in any jurisdiction.

(i) "EBITDA" is a non-GAAP measure of a company's operating profitability. EBITDA provides an indication of the results generated by a company's business activities prior to how these activities are financed, assets are amortized or how the results are taxed in various jurisdictions.

www.teslaexploration.com



 
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