PR Today
TO CONTINUE:
Contact: Larry Stockett, CEO
(702) 369-2126
FAX:(530) 477-6020
PRESS RELEASE
Contact: Larry Stockett, Chairman & CEO
(702) 369-2126
Company Press Release
SOURCE: Brush Creek Mining and Development, Inc.
Brush Creek Mining Appoints President to Fill Vacancy
Reaches Merger Agreement with J.A.B. International
GRASS VALLEY, Calif., March 2, 1999 /PRNewswire/ -- Brush Creek Mining and Development,
Inc. (NASDAQ OTC Symbol: BCMD) announced today that its Board of Directors has appointed
Jeff Bootes to fill the vacancy of Brush Creek Mining & Development Co. Inc. President. Jeff is the
founder and President of J.A. B. International (a private company owning extensive gold and
diamond mining assets) The Board also agreed to immediately submit a merger proposal to the
7,000 shareholders of Brush Creek for their approval. Proxy statements will be submitted to
shareholders by March 5th and available on the internet at bcmd.com. Proxies should be
returned by March 30, 1999. Larry Stockett remains Chairman and CEO of Brush Creek and
President of U.S. Cement. Stockett has proposed to sell 51% of the stock he personally owns in
U.S. Cement to Brush Creek for 500,000 shares of Brush Creek stock and a $2 million investment
into U.S. Cement Company after completion of the merger by J.A. B. International. U.S. Cement
will use the proceeds to import cement from Asia and complete the acquisition of a Las Vegas
company which generated $12 million in 1998 sales and will operate the company's Las Vegas
cement distribution center. An interim agreement has been reached which provides 38% of Brush
Creek stock to J.A.B. shareholders to be issued with voting rights and held in escrow as an advance
payment for the acquisition of J.A.B. International.
Under the terms of the merger agreement, J.A.B. International will provide $10 million in cash
immediately upon closing and another $25 million within one year. In addition J.A.B. will contribute
the following:
3,500 sq./km diamond and gold mining project in Central African Republic
45,000 acre placer gold mine in Honduras, "The Esperanza Mine".
Operation of the BCMD gold mining properties in Northern California.
J.A.B. will pay all outstanding debt owed by BCMD, plus settle any law suits pending or in the
future.
J.A.B. will cover all the legal and accounting costs to complete the merger.
Brush Creek will issue shares to J.A.B. shareholders based on the following stock price
performance over the next 120 days.
Immediately 3,800,000 shares out of 10 million shares to be issued and outstanding (After 10:1
reverse split 380,000 = 38% of 1,000,000 to be issued and outstanding)
If BCMD price trades over $8 per share post split for 30 consecutive days over the next 120 days:
9 million additional shares (9,380,000 = 93.8% combined total out of 10 million shares)
If BCMD price trades between $5.00 per share and $8.00 and does not exceed $8 per share for
30 consecutive days over the next 120 days: 5,200,000 additional shares (5,580,000 = 90%
combined total out of 6,200,000)
If BCMD price does not trade above $5 per share for 30 consecutive days over the next 120 days:
3,133,333 additional shares (3,513,333 = 85% combined total out of 4,133,333
Information regarding J.A.B. International will be posted on the Brush Creek web site a.s.a.p.
Information regarding Brush Creek can be found at its web site: ''http://www.bcmd.com/''.
Information regarding U.S. Cement can be found at ''http://uscement.com/''
FOR MORE INFORMATION:
John Andersen, Investor Relations
(530) 477-0834
E-Mail:
aikox2@yahoo.com
webmaster@bcmd.com
CLICK HERE TO CONTINUE
|
