To: Kerm Yerman who wrote (8607 ) 1/22/1998 10:34:00 AM From: Herb Duncan Respond to of 15196
SERVICE SECTOR / Dakota Resources to Close Seismic Acquisition; Second Acquisition Targeted; Financing Increased ASE SYMBOL: DAK JANUARY 22, 1998 CALGARY, ALBERTA--Further to its last press release on November 20, 1997, DAKOTA RESOURCES LTD. is pleased to announce that it has advanced to a formal purchase agreement to acquire 100 percent of FASTWAY EXPLORATION LTD., a 12 year old seismic company based in Calgary. As previously disclosed, this acquisition will immediately provide Dakota with definitive cash flows, assets and profitability. Fastway's revenue and income for the first 4 months of this fiscal year is ahead of last year's performance by a considerable margin, and ahead of expectations. It should be noted that the acquisition is based on a share purchase, meaning that all of this performance is credited to Dakota upon closing. Consideration for the transaction has been changed to a purchase price of $800,000 cash rather than for the cash and shares as previously reported. The closing date remains unchanged at January 30, 1998. Dakota is currently in advanced discussions with a major Canadian bank regarding capital debt (and operational credit facilities) for the partial funding of this transaction. This reflects the strength of the deal and assists the future growth of the company increasing the amount of available working capital and establishing a long-term banking relationship. Dakota has also changed the private placement to $1,000,000 by way of units at $0.25 per share. Each unit will entitle the purchaser to one common share and one share purchase warrant exerciseable at $0.40 and expiring June 30, 1998. This is a change from the $0.30 share purchase warrant expiring 18 months from subscription as previously reported. Management feels that a shorter expiry enhances the salability of the issue to private and institutional investors. Additionally, the company has identified additional take-over targets that justify the increase in the size of the private placement. Dakota has received conditional approval from the Alberta Stock Exchange for this placement. Further to this, Dakota is also pleased to announce that it has entered into a letter of intent, as of January 20, 1998, to acquire 100 percent of the issued and outstanding shares of 742308 Alberta Limited (operating as GL Fabrications). The company is an oilfield fabrication company specializing in atmospheric tanks, pressure vessels and related oilfield equipment. The company has been in operation for six months and has a current order book exceeding $500,000, assets of $300,000 and is expected to have sales for this fiscal year exceeding $6,000,000. Consideration for the transaction is for 1,000,000 shares released at one-third intervals over three years on an earn-out basis at a ratio of one share released for every $1.00 in earnings before interest, taxes, depreciation and amortization (EBITDA). Dakota is undergoing an additional period of due diligence and if satisfied expects to close the acquisition on March 1, 1998. The company is returning to its roots in the oil and gas sector, specifically in service. It has completed a comprehensive business plan and views these two acquisitions as an excellent start to its refocus. The company has added a website and email address which are www.telusplanet.com/public/dakotar and Dakota_Resources@telusplanet.net.