PROPERTY ACQUISITION /Marchwell Capital Concludes Acquisition of Oil and Gas Interests
ASE SYMBOL: MHW
JULY 8, 1998
VANCOUVER, BRITISH COLUMBIA--Marchwell Capital Corp. (the "Corporation") is pleased to announce that it has concluded the acquisition of certain oil and gas interests (the "Acquisition") in the areas of Open Creek, Alberta and Nevis, Alberta. (the "Alberta Assets") pursuant to a Purchase and Sale Agreement made as of April 14, 1998 with Bonanza Energy Ltd. At the Annual and Special General Meeting of the Shareholders of the Corporation on June 30, 1998 the Shareholders approved the Acquisition as the Major Transaction of the Corporation.
The consideration paid for the Alberta Assets consisted of approximately $147,514 cash and the issuance of a unsecured subordinated convertible debenture in the principal amount of $500,000 bearing interest at a rate of 6 percent per annum. The terms of the conversion are one Common Share of the Corporation for each $0.62 of principal amount of the Convertible Debenture. The consideration is supported by two independent oil and gas reports prepared by Sproule Associates Limited and O'Neill Petroleum Exploitation Consultants Ltd.
The Acquisition is non-arm's length as Mr. John Fleming, President of Bonanza Energy Ltd., is also a shareholder and director of 721073 Alberta Ltd., a company which holds 1,000,000 escrowed shares of the Corporation.
The Corporation is a junior capital pool company and the Acquisition of the oil and gas interests in Open Creek, Alberta and Nevis Alberta, will constitute the Corporation's Major Transaction pursuant to Rule 46-501 of the Alberta Securities Commission and Circular No. 7 of The Alberta Stock Exchange. Upon receiving the final approval of the Acquisition by The Alberta Stock Exchange, the Corporation will no longer be a junior capital pool company.
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