MERGERS-ACQUISITIONS / Highview Resources Enters Into Agreement
ASE SYMBOL: HVW
OCTOBER 23, 1998
CALGARY, ALBERTA--Highview Resources Ltd. today announced that it
has entered into an agreement with arm's length parties, to
purchase all of the outstanding shares of a private company, Royal
Crusader Energy Corp. in exchange for $98,000 cash and the
issuance of 2,253,000 Highview common shares at $0.10 per share.
Royal Crusader has working capital of approximately $233,000 and
owns certain non producing exploration acreage in Alberta and
Saskatchewan.
MANAGEMENT
Concurrent with the completion of the acquisition, Highview will
appoint Richard Chisholm, John McLeod, Roger Hume and Donald Clark
to the Board of Directors of Highview, and Locke McPherson will
resign from the Board.
Richard Chisholm will be appointed as the President and Chief
Executive Officer of the Company, Brian McManamam will be
appointed Vice President, Land and Norm Johnson will be appointed
Vice President of Finance and Administration.
Mr. Chisholm is a geologist with over 15 years of experience in
oil and gas exploration in Western Canada and the Board of
Highview is confident he will bring the necessary management and
technical skills to provide Highview with growth opportunities in
the immediate future.
EMPLOYEE AND DIRECTOR OPTIONS
Subject to regulatory approval, the Board of Directors has
approved the issuance of employee and directors options to
purchase 950,000 shares at $0.15 per share, exercisable for a
period of five years, vesting as to one third immediately and one
third in each of the next two years.
FINANCIAL
Subject to regulatory approval, Highview plans to raise an
additional $130,000 through the issue of 1,000,000 common shares
on a flow through basis at $0.13 per share.
The shares will be issued to officers and directors of the Company
and the proceeds will be used to provide financing for exploration
and development prospects over the next year.
BUSINESS PLAN
Following the transaction and the issue of flow through shares,
Highview will have approximately 14.7 million shares outstanding.
The Company will have working capital of approximately $770,000,
an interest in a producing oil property in Alberta providing
approximately $100,000 cash flow per year, and an experienced
management team with a mandate to grow the company through
exploration and the acquisition of reserves, primarily in western
Canada.
Management will own approximately 15 percent of the outstanding
shares and Humboldt Capital Corporation and related parties will
own 50 percent of the outstanding shares.
Humboldt and related parties currently own 66 percent of the
outstanding shares of Highview and has agreed to approve the
transaction.
The transaction is subject to the completion of formal
documentation and the approval of the appropriate regulatory
authorities, including the Alberta Stock Exchange. It is
anticipated the acquisition will close by the end of November,
1998. |
