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

To: Kerm Yerman who wrote (9877)	4/1/1998 11:55:00 PM
From: Kerm Yerman	Respond to of 15196

MERGERS - ACQUISITIONS / Temba Resources Announces Takeover Deal TEMBA RESOURCES LTD. (ASE: TMB) AND PTR RESOURCES LTD. (ASE: AVH)ANNOUNCE TAKEOVER OFFER 1998-04-01 CALGARY, ALBERTA Temba Resources Ltd. ("Temba") and PTR Resources Ltd. ("PTR") which was formerly Ablevest Holdings Ltd. and is listed under that name on The Alberta Stock Exchange ("ASE"), jointly announced that the board of directors of PTR has accepted a proposal from Temba whereby the two companies have agreed to enter into a business combination pursuant to a lock-up agreement which was executed today. Temba has agreed to promptly make a takeover bid for all of the issued and outstanding shares of PTR. The shareholders of PTR will be entitled to receive one Temba common share for each 6.25 common shares of PTR (pre-consolidation). The exchange ratio is based on the net asset values of each company. As a result of the takeover of PTR on this basis, Temba's issued and outstanding common shares will increase from 10.36 million to 13.97 million. In the lock-up agreement, the directors, officer and certain major shareholders of PTR have agreed to tender all their shares, representing more than 60% of the issued and outstanding shares of PTR, to the Temba offer. The boards of directors of each of Temba and PTR have unanimously approved the proposed transaction and the board of PTR has agreed unanimously to recommend that its shareholders tender their PTR shares to the Temba offer. The board of directors of PTR has also agreed that it will not solicit or begin discussions or negotiations with any third party concerning any sale of any material assets of PTR or any business combination involving PTR. The takeover bid is subject to, among other things, a minimum of 66-2/3% of the common shares of PTR (on a fully diluted basis) being tendered and required regulatory approvals being obtained. It is expected that a takeover bid circular, containing details of the offer will be mailed to PTR shareholders by April 22, 1998. PTR, an ASE listed company, is currently suspended from trading. The major assets of PTR are an unsecured loan to Temba, certain oil and gas properties, and 1 million common shares of Temba. Temba, also an ASE listed company, is active in oil and gas production and development in the Western Canadian Basin with core properties in Alberta together with other minor properties in Saskatchewan and British Columbia. Prior to this takeover offer, Temba announced the following organizational changes and appointments: * Peter Sekera as Chairman and Chief Executive Officer * Thomas Bamford as President and Chief Operating Officer * Cheryl McCaughan as Vice President, Administration and Chief Financial Officer In addition, prior hereto PTR had appointed Hans Heumann as President and Director and Walter Petersen as Director. PTR also wishes to thank former officers and directors who had resigned effective December 31, 1997, namely Rod Lachmuth and Peter Sekera. On a separate matter, Temba announced today that it has accepted a cash offer from a major oil and gas company to sell working interests in certain Alberta producing oil and gas properties and related equipment. The sale, which is scheduled to close in the last week of April, represents about 10% of the appraised proved producing assets of Temba. As a result of using the proceeds from the property sale to reduce bank debt together with the elimination of the debt owed to PTR following the takeover, Temba will be reducing its aggregate debt from a level of $3.5 million to less than $1.4 million. Following the close of these transactions, Temba will have substantial undrawn credit lines available and will be aggressively looking for expansion and acquisition opportunities.

To: Kerm Yerman who wrote (9877)	4/1/1998 11:58:00 PM
From: Kerm Yerman	Respond to of 15196

PROPERTY ACQUISITION / Endless Energy Exercises Option To Acquire Properties ENDLESS ENERGY ANNOUNCES EXERCISE OF OPTION TO ACQUIRE OIL AND GAS PROPERTIES / CLOSING OF PRIVATE PLACEMENT OF SPECIAL WARRANTS 1998-04-01 CALGARY, ALBERTA Contact: [JON AXFORD] Tel: (403 - 263-4292) Fax: (403 - 263-0477) Endless Energy Corp. is pleased to announce that it has elected to exercise a previously announced option to purchase 14 Royalty and Working Interest properties containing over 70,000 gross acres located in the Provinces of Alberta and British Columbia for $2,208,800 through a combination of equity financing, bank debt and cash on hand. The properties consist of 8 producing and 6 non-producing properties delivering to Endless 1.2 million cubic feet per day of natural gas plus 5 barrels per day of oil. The Royalty Properties account for 90% of production and the Working Interest Properties account for 10% of production. Subject to Regulatory Approvals, this transaction will constitute the Corporation's Major Transaction within the meaning of Alberta Securities Commission Policy 4.11. In addition, Endless is pleased to announce that it has closed a previously announced private placement of special warrants. Each special warrant was sold at a price of $0.69 for aggregate proceeds of $602,939.75 The proceeds of the private placement were used by Endless to fund the exercise of its option to acquire the oil and gas properties.