CORP / Celestar Exporation Ltd. Announces Major Transaction
ASE SYMBOL: CXP
JULY 30, 1998
CALGARY, ALBERTA--Celestar Exploration Ltd. ("Celestar") is
pleased to announce that the common shares of Celestar will be
listed and posted for trading on The Alberta Stock Exchange on
July 31, 1998.
Celestar also announces that it has entered into a letter
agreement dated June 23, 1998 with Brecon Enterprises Ltd.
("Brecon") concerning a proposed business combination (the "Major
Transaction") of Celestar and Brecon through Celestar acquiring
all of the issued and outstanding Class "A" common voting shares
of Brecon by way of a take-over bid. This is a non-arm's length
transaction.
Holders of Class "A" common voting shares of Brecon will receive
one common share of Celestar at a deemed price of $0.20 per share
in exchange for each Class "A" common voting share of Brecon held.
Prior to the closing of the Major Transaction, Brecon intends to
complete a private placement of a minimum of 4,000,000 and a
maximum of 12,000,000 Class "A" common voting shares of Brecon at
a purchase price of not less than $0.25 per common share for
aggregate gross proceeds of a minimum of $1,000,000 and a maximum
of $3,000,000. There are currently 4,200,000 Class "A" common
voting shares of Brecon outstanding.
Brecon is a private natural resource corporation engaged in the
business of acquiring and developing oil and gas properties in
Western Canada. Brecon has an interest in oil and gas properties
with production of 80 BOEPD in the Armada and Robin areas of
southern Alberta, with proved reserves having a present value of
$1,169,600 and 50 percent risked probable additional reserves with
a present value of $194,000 based on constant dollar pricing
discounted at 15 percent.
Celestar is a Junior Capital Pool corporation. The business
combination of Celestar and Brecon is intended to constitute
Celestar's Major Transaction pursuant to Alberta Securities
Commission Rule 46-501 and Circular No. 7 of The Alberta Stock
Exchange. As such, the transaction is subject to regulatory and
minority shareholder approval.
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