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Gold/Mining/Energy : KERM'S KORNER
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To: SofaSpud who wrote (11680)7/9/1998 10:06:00 PM
From: Herb Duncan   of 15196
 
MERGERS-ACQUISITIONS / Constellation Oil & Gas Ltd. and Monterey
Energy Corp. Announce Combination Proposal

ASE SYMBOL: CSK.A

AND MONTEREY ENERGY CORP.

ASE SYMBOL: MOE

JULY 9, 1998


CALGARY, ALBERTA--Constellation Oil & Gas Ltd. ("CSK.A":ASE)
("Constellation") and Monterey Energy Corp. ("MOE":ASE)
("Monterey") announce that the respective corporations have
proposed a combination of the corporations based primarily on the
net asset values of the corporations, subject to a fairness
opinion being prepared by an independent third party evaluator.
The evaluation date will be March 31, 1998, subject to
adjustments. The parties are proceeding in good faith to
determine the share exchange ratio and execute a definitive
lock-up agreement within one week.

Constellation and Monterey believe that the current economic
climate will reward oil & gas companies which rationalize their
assets, minimize their overheads and poise themselves for new
opportunities in both domestic and international markets.
Recognizing the background of certain of the management and
directors of the respective corporations, it is intended that an
emphasis on international oil & gas opportunities will become more
important as the combined company grows.

The shareholders of Constellation and Monterey, either jointly or
individually may be asked to approve the proposed combination
either at a Special Meeting, to be called shortly for that
purpose, or by way of a take-over bid.

A further press release will be issued once the details are
confirmed.

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