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Gold/Mining/Energy : Winspear Resources

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To: Stuart Herkenhoff who wrote (374)	2/28/1997 7:02:00 PM
From: George J. Tromp	of 26850

HI Stuart: I think because of Antlers 25% or 27% interest and only 5,400,000 shares outstanding the fairness opinion by Canacord and Sheilds determined fair value in the ratio of 2.5 to one. The reason is was necessary is 1. Neither company by themselves would have had the strenght going forward to a. raise capital to truly exploit the potential of this property b. I believe the espedience of development would have been slowed with no clear operatorship of the property. c. 57% in a very rich diamond discovery when it occurs will benefit the shareholders in market cap down the road. There is also more liquidity in the stock than what would have occurred if separately. I think something has been overlooked also is the fact the new Winspear is now listed on the senior board of the VSE because of their capital assets and now have several market makers which will help this new company develope. Another reason, Antler was viewed as the swing company in the deal which determined who would be the clear operator going forward. Glad to have you aboard Stuart and hope we will all benefit in the future. Sincerely George

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