To: HAZ who wrote (7916 ) 5/18/2001 10:56:26 PM From: Richard Saunders Read Replies (1) | Respond to of 24910 HAZ - Barrington BPL saying good-bye for $0.70 A long ride down from where it once was........ trivia, notice the ex-BPL pres. who also at one time was ex-RES Renaissance Resources landman has a current project that has been moving along for whatever reasons. CGR-cdnx Cigar. fin-info.com Barrington Enters Into Arrangement Agreement With Petrobank CALGARY, ALBERTA--Barrington is pleased to announce that it has entered into an Arrangement Agreement with Barrington's 97% majority shareholder, Petrobank Energy and Resources Ltd., effective May 17, 2001. Barrington has applied for and received court approval to hold meetings of the holders of the Barrington common shares, common share purchase options and gas indexed subordinated notes ("Gas Notes") to be held on June 20, 2001. At this meeting the shareholders and Gas Noteholders will have the opportunity to approve the Plan of Arrangement with Petrobank. The Plan of Arrangement provides for, among other things, each Barrington common shareholder to receive, at their election, $0.70 in cash or 0.333 Petrobank common shares. The Arrangement Agreement also provides for each holder of $1,000 principal amount of Gas Notes to receive $900 principal amount of new Petrobank Notes plus accrued and unpaid interest. The Petrobank Notes will bear a fixed interest rate of 9% per annum and will mature on June 30, 2008. The directors and management of Barrington believe the proposed arrangement provides Barrington stakeholders with several benefits including increased liquidity, an improved financial position resulting from Petrobank's existing cash resources and access to Petrobank's potentially high-impact international opportunities in which their management team has previously demonstrated an ability to identify, finance and exploit. For the holders of the Gas Notes, an added benefit of the Arrangement is the elimination of the maximum dilution feature contained in their existing notes which permits the repayment of the principal amount of the Gas Notes at maturity in illiquid Barrington common shares or other securities which could have a value less than the principal amount. Barrington's Board of Directors has unanimously approved the Arrangement and recommends that Barrington stakeholders vote in favor of the Plan of Arrangement. An Information Circular will be mailed shortly detailing the Plan of Arrangement and the terms of the new Petrobank Notes. Completion of the Plan of Arrangement is subject to the receipt of final court, regulatory and Barrington securityholder approvals.