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Gold/Mining/Energy : Millstream Mines (MLSM) -- Ignore unavailable to you. Want to Upgrade?

To: RICK who wrote (533)	12/2/1999 8:23:00 AM
From: hugh thorne	Respond to of 664

Brumell, hee is your structure answer. Investors will subscribe for limited partnership units in two limited partnerships managed by Hunter Dickinson Group Inc. which hold the rights to earn in up to a 30% working interest in both Dumont and Millstream properties. Dumont's Lac Raglan and Millstream's Potter properties represent two of the most promising mineral exploration projects in Canada. Dumont is listed on the Montreal Stock Exchange (DNI) and Millstream is listed on the Canadian Dealing Network, (MLSM). Millstream is focused on its Potter property in northeastern Ontario, 80 kilometres east of Timmins. The property hosts the Potter deposit, a former base metal producer (1967-72) which occurs within rocks referred to as the Kidd-Munro assemblage. In the region, this rock assemblage hosts one of Canada's largest mines, the 138 million tonne Kidd Creek copper-zinc massive sulphide deposit. Recent drilling up to 660 meters (2000 feet) below the old Potter deposit workings has returned excellent results indicating the potential for a major copper-zinc deposit. Plans are to delineate the discovery by drilling and to test other geophysical targets located nearby. The Hunter Dickinson limited partnerships will fund 1999 income tax deductible Canadian Resource Expenses (CRE) on the two properties pursuant to the terms of the farmout agreements with Dumont and Millstream. It is expected that 90% of the subscription amount will be deductible for income tax purposes. The limited partnerships have the right to transfer their working interests to Canadian Controlled Private Corporations ("CCPC"). Under the terms of the farmout agreements, Dumont and Millstream have a call right for a short period of time to purchase and re-acquire the earned working interest held by the limited partnerships in consideration for the issuance of free trading Dumont and Millstream common shares, valued at market trading prices, equal to 117% of each investor's original investment plus a Performance Bonus which is based upon a successful outcome to the exploration program. Under the terms of the farmout agreement, it would be very onerous for Dumont and Millstream if they did not exercise their call right. Additionally, if Dumont and Millstream do not exercise their call, the limited partnerships may sell their interest to other public companies or continue with additional exploration programs on the properties.

To: RICK who wrote (533)	12/2/1999 8:33:00 AM
From: hugh thorne	Respond to of 664

I think the second paragraph may well be the source of strife. They can restict further exploration unless everyone agrees. Under the Farmouts each of Millstream and Dumont has a call right (the "Call") to reacquire from the relevant LP in certain events the LP's working interest in that Company's project for a Call Amount determined by a formula set forth in the Farmout Agreement and further described below. The Call Amount can be satisfied in cash or by issuing common shares of Millstream and Dumont valued at prevailing market prices at the time of exercise of the Call. The Call Amount is computed with reference to (i) a fixed premium on the Earn-In Amount and (ii) a performance amount based primarily on any appreciation in the quoted price of Millstream and Dumont's common shares from the time of the Farmout to the time the Call is exercised. If an LP elects not to commit to fund its pro rata share of further joint venture exploration expenses after earn-in it has the right to significantly restrict any further exploration on the Project. If, before the exercise of the Call, the LP has transferred its working interest to a subsidiary company, then Millstream and Dumont may, in lieu of exercising the Call, negotiate to acquire all the shares of the subsidiary as a qualifying small business corporation. Any Millstream or Dumont shares should be issued as free trading shares if they issue their shares by way of a takeover bid.

To: RICK who wrote (533)	12/2/1999 8:40:00 AM
From: hugh thorne	Read Replies (1) \| Respond to of 664

Can anyone tie the following info into the actual results issued in August? A three-part diamond drill program totaling approximately 23,000 metres is planned for the Potter property. To establish the size, continuity, grade and shape of the Potter copper-zinc massive sulphide deposit two drill rigs will be used. One drill will delineate the deposit at regular intervals from 300 metres to 600 metres below surface. A second drill will be assigned to intersect the deposit at regular intervals from the 600 metres to 900 metres. A third drill will be employed to test a high priority geological and geophysical target located approximately 500 metres east of the main Potter deposit. This target has identical geophysical and geological characteristics to the Potter deposit. A highly specialized Real Section induced polarization geophysical survey designed to detect buried deposits will be extended to cover the entire property while delineation drilling is in progress. Priority, high potential anomalies will be tested as diamond drills from the delineation program become available.