To: Kerm Yerman who wrote (8922 ) 2/9/1998 8:53:00 PM From: Herb Duncan Read Replies (2) | Respond to of 15196
MERGERS-ACQUISITIONS / Cachet Agrees to Acquire Neuquina Resources Ltd. ASE SYMBOL: CCE FEBRUARY 9, 1998 RICHMOND HILL, ONTARIO--Cachet Communications Inc. (ASE - CCE) announced today that it has entered into an interim agreement to acquire all of the issued and outstanding shares of Neuquina Resources Ltd. ("Neuquina") in exchange for 6,000,000 common shares of Cachet. Neuquina is a private Calgary based international oil and gas company operating in Argentina through its subsidiary, Arcan Energy S.A. ("Arcan"). Arcan has acquired a 50 percent working interest in the 54 square kilometers Medianera Concession in the Province of Rio Negro, Argentina. Arcan is required to spend U.S. $3.6 million towards initial field development, operating and administrative costs by June 20, 1999 failing which Arcan may elect to pay to the vendor the residual unexpended amount or reduce its working interest pro rata in accordance with Arcan's actual expenditures. Arcan is the operator of the Medianera Concession and oilfield which has produced over 14 million barrels of oil to date. Neuquina, through Arcan, will apply its international expertise and its knowledge of Canadian oilfield technology to exploit the proven and potential reserves of the Medianera Concession and oilfield. An independent engineering report completed in June, 1996 identified 8.5 million barrels of proven reserves to the zones from which the majority of oil production has come in the past. Cachet has also agreed to loan U.S.$250,000 to Neuquina on a secured basis, upon satisfaction of certain conditions. Closing of the transaction is subject to completion of due diligence by the parties and the entering into of a definitive agreement between Cachet and the shareholders of Neuquina, all of which are expected to be completed by February 17, 1998. The transaction is also subject to regulatory approval, including the approval of The Alberta Stock Exchange to the issuance and listing of the 6,000,000 common shares of Cachet. Trading of the common shares of Cachet will not resume until Exchange approval is received.