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Gold/Mining/Energy : Peruvian Gold Ltd. PVO -- Ignore unavailable to you. Want to Upgrade?

To: Rolly who wrote (532)	4/9/1998 6:22:00 PM
From: Robert Dydo	Read Replies (1) \| Respond to of 892

And story continues: Peruvian responds to Bradbury re Gabriel control acquisition Peruvian Gold Limited PVO Shares issued 14,227,466 Apr 8 close $0.70 Thu 9 Apr 98 News Release Also Gabriel Resources Ltd (GBU) Also Bradstone Equity Partners Inc (BEP.A) Mr David Henstridge of Peruvian Gold reports Contrary to the release of Bradstone Equity Partners which appeared in Stockwatch April 9 1998, the purpose of Peruvian Gold's takeover bid for Gabriel Resources is to enable the company to acquire control of Gabriel's seven Romanian gold properties, including one property with an indicated gold resource in excess of two million ounces. In the opinion of Peruvian's board of directors, this acquisition represents an outstanding opportunity. Since early 1997, Peruvian has been engaged in an exhaustive search for an appropriate acquisition on which to deploy its financial resources. During this period, it reviewed numerous potential transactions and concluded that Gabriel represents the best opportunity available. The bid was supported by management's review of all available data on the Romanian properties and a site inspection, independent geological reports, independent legal review and a fairness opinion to the directors of the company on the transaction by C.M. Oliver. The fairness opinion concluded, based on CMO's analysis, that the exchange of 1.4 shares of Peruvian for 1.0 share of Gabriel is fair from a financial point of view to the shareholders of Peruvian. In addition, Gabriel's directors received a fairness opinion from Goepel McDermid to the same effect as CMO's opinion. During the course of its negotiations with Gabriel, Peruvian was informed that should it not conclude a transaction with Gabriel in a timely manner, Gabriel would seek alternate sources of financing for its projects. Successful conclusion of the takeover bid will allow exploration work on the Romanian projects to proceed on a timely basis. Contrary to the Bradstone news release, the transaction is not a disposition of Peruvian's assets. It is an acquisition of new assets and there will be no change in the business of Peruvian as a result of the successful completion of the bid. Peruvian will continue in the mineral exploration and development business. Shareholder approval is not required. The imposition of such a requirement would preclude Peruvian from pursuing the opportunity due to Gabriel's timing requirements. The boards of directors of each of Gabriel and Peruvian negotiated the commercial terms of the takeover bid at arm's length to the other company and its insiders. There are no common directors, officers, greater than 10% shareholders or other insiders known to management of Peruvian. In late 1997, Bradstone approached Peruvian with a business proposal. In the opinion of Peruvian's directors, Bradstone's proposal was without any merit and was contrary to the best interests of the company. Prior to making the Gabriel bid, Peruvian invited Bradstone to make any other proposals it might have. No reasonable proposal was forthcoming.