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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: Kerm Yerman who wrote (9031)	2/13/1998 5:52:00 PM
From: Kerm Yerman	Respond to of 15196

CORP. / K2 Energy Shareholder Rights Plan K2 ENERGY CORP. ADOPTION OF SHAREHOLDERS RIGHTS PLAN CALGARY, Feb. 13 /CNW/ - K2 Energy Corp. (the ''Corporation'') announced today the adoption of a shareholder rights plan (the ''Plan'') by its Board of Directors. The Plan is intended to address deficiencies which the Corporation believes exist in current take-over bid legislation. Because of the Corporation's unique circumstances, namely that of a small company in a preliminary exploration phase with a vast land holding of virtually unexplored acreage in an area seen to have the potential for significant natural gas reserves, the Board of Directors does not believe that the shares of the Corporation can be readily valued by conventional methods. Accordingly, the Plan is intended to afford the Board of Directors sufficient time to evaluate and respond to an offer. Further, the Plan is intended to assist in ensuring that all shareholders of the Corporation have an equal opportunity to participate in any takeover bid. Neither the Board of Directors nor management of the Corporation is aware of any interest by any third party in acquiring control of the Corporation. Upon the occurrence of certain triggering events (including the acquisition by a person or group of 20% or more of the outstanding common shares of the Corporation), the rights effectively entitle the shareholders (other than the acquiring person or group) to acquire common shares of the Corporation at half of the market price. However, the Plan is not intended to discourage take-over bids, but rather to ensure that any bid is made in an orderly manner and through negotiation with the Board of Directors of the Corporation. The rights are not triggered by purchase of common shares of the Corporation made pursuant to a permitted bid, which is defined as a take-over bid made to all holders of common shares of the Corporation under which no shares may be purchased prior to the 35th business day following the date of the bid and which is conditional on not less than 50% of the common shares of the Corporation (other than those owned by the acquiring person or group) accepting the bid. The Plan is effective immediately and will be submitted for shareholder ratification at a meeting of shareholders of the Corporation scheduled for June 24, 1998. The Plan is subject to receipt of certain regulatory approvals and is being filed, in its entirety, with material change reports to be filed with provincial securities commissions.