GENERAL INTEREST / Macon Res. & Framfield Oil & Gas purchase......
Calgary, Feb. 20 /CNW/ - Macon Resource Ltd, (''Macon'') and Framfield
Oil & Gas Ltd. (''Framfield''), two associated private Alberta issuers,
announced that on February 13, 1998, they purchased Convertible Debentures of
MESQUITE RESOURCES INC. (ASE:MQT) (''Mesquite'') in the principal amounts of
$480,000.00 and $720,000.00 respectively. The Convertible Debentures have a
five year term and were issued as a private placement on February 13, 1998.
Such issuance was approved by The Alberta Stock Exchange subject to Mesquite
complying with usual regulatory requirements for transactions of this nature.
The Convertible Debentures are convertible at any time at the option of
the purchasers into common shares of Mesquite at a conversion price of $0.35
per Common Share for years one and two, and thereafter with such price
escalation as required by The Alberta Stock Exchange, plus one common share
purchase warrant for every three Common Shares acquired upon such conversion.
Accordingly Macon's Convertible Debenture is convertible into an aggregate of
up to 1,371,428 common shares of Mesquite plus 457,143 warrants which, if
converted and exercised, would represent 14% of Mesquite's 13,172,492 issued
and outstanding shares as at February 13, 1998 (including the common shares
issuable on such conversion and exercise). Framfield's Convertible Debenture
is convertible into an aggregate of up to 2,057,143 common shares of Mesquite
plus 685,714 warrants which, if converted and exercised, would represent 19%
of Mesquite's 14,086,778 issued and outstanding shares as at February 13, 1998
(including the common shares issuable on such conversion and exercise). If
both Macon and Framfield elect to convert their Convertible Debentures within
two years and exercise the warrants acquired on such conversion, an aggregate
of 4,571,428 common shares would be issued by Mesquite which is 29% of
Mesquite's 15,915,349 currently issued and outstanding shares (including the
common shares issuable on such conversion and exercise). Following the above
noted transaction the Convertible Debentures represent the only securities of
Mesquite that are currently beneficially owned, or over which control or
direction is exercised, by Macon and Framfield. Neither Macon or Framfield
have an immediate intention to exercise their conversion rights under the
Convertible Debentures.
Macon and Framfield also wish to announce their ownership interests in
two other reporting issuers which arose under two investment agreements
entered into by Macon. One such transaction closed on June 25, 1997, when
Macon invested in BRIGADIER ENERGY INC, (ASE:BGR) (''Brigadier'') by acquiring
833,334 units at a price of $1.20 per unit with each unit consisting of three
(3) common shares of Brigadier and a warrant for the puchase of one common
share at an exercise price of $0.50 and exercisable until June 25, 1999. This
transaction resulted in the issuance to Macon of 2,500,002 common shares of
Brigadier and 833,334 warrants. This private placement was approved by The
Alberta Stock Exchange and the shareholders of Brigadier and was previously
announced by Brigadier in a press release dated May 6, 1997. Immediately
following this transaction Macon owned 2,936,592 common shares and 833,334
warrants for a total of 3,769,926 Brigadier securities which represented 54%
of Brigadier's 6,951,742 issued and outstanding shares as at June 25, 1997
(including the common shares issuable on the exercise of the warrants).
On October 21, 1997, Macon completed a private sale to Framfield of
1,500,001 Brigadier shares and 333,334 warrants under an investment agreement
between Macon and Framfield. In addition Macon transferred 166,666
additional warrants and made net purchases of 75,758 Brigadier shares on the
market. Accordingly Macon now owns 1,512,349 Brigadier shares and 333,334
warrants for a total of 1,845,683 securities which represents 21% of
Brigadier's 8,823,499 issued and outstanding shares as at February 12, 1998
(including the shares issuable on Macon's warrants). Framfield currently
owns 1,500,001 Brigadier shares and 333,334 warrants for a total of 1,833,335
securities which represents 21% of Brigadier's 8,823,499 issued and
outstanding shares (including the shares issuable on Framfield's warrants).
The other transaction occurred on June 2, 1997, when Macon invested in
DRAIG ENERGY INC. (ASE:DRA) (''Draig'') by acquiring, on a post-consolidated
basis, 454,167 units at a price of $2.40 per unit with each unit consisting of
three (3) consolidated common shares of Draig and a warrant for the purchase
of one consolidated common share at an exercise price of $1.00 and exercisable
until June 30, 1999. This private placement was approved by The Alberta Stock
Exchange and the shareholders of Draig and was announced by Draig in a press
release dated April 22, 1997. Immediately following the above investment Macon
owned 1,362,501 consolidated common shares and 454,167 warrants for an
aggregate of 1,816,668 Draig securities representing 27 percent of Draig's
6,744,301 issued and outstanding consolidated shares as at June 2, 1997
(including the common shares issuable on the exercise of the warrants).
On October 21, 1997, Macon completed a private sale to Framfield of
817,501 Draig shares and 181,667 warrants under an investment agreement
between Macon and Framfield. In addition Macon transferred 90,833 warrants
and has purchased a total of 153,500 Draig shares on the market. Accordingly
Macon now owns 698,500 Draig shares and 181,667 warrants for a total of
880,167 securities which represents 10% of Draig's 8,641,969 issued and
outstanding shares as at February 12, 1999 (including the shares issuable on
Macon's warrants). Since October 21, 1997, Framfield has also increased its
shareholdings in Draig by purchasing a total of 97,600 shares on the market.
Accordingly Framfield now owns 915,101 Draig shares and 181,667 warrants for a
total of 1,096,768 securities which represents 13% of Draig's 8,641,969 issued
and outstanding shares as at February 12, 1998 (including the shares issuable
on Framfield's warrants).
Macon and Framfield have made the above noted acquisitions in securities
of Mesquite, Brigadier and Draig for long-term investment purposes, and not
with a view to making a take-over bid in any of these reporting issuers. The
acquisitions of additional shares of Draig and Brigadier on the market have
also been made for long-term investment purposes as guided by prevailing
market prices. Under three separate investment agreements between Macon and
Mesquite, Macon and Brigadier, and Macon and Draig, Macon has the right to
participate, at Macon's option, for a portion of all future equity financings
undertaken by these reporting issuers. As each equity financing offering by
Mesquite, Brigadier or Draig is announced Macon will consider participating
therein on a case by case basis. Whether or not Macon or Framfield make any
future purchases of Mesquite, Brigadier or Draig shares on the open market
will depend on the prevailing market prices of such shares. |
