To: Arnie who wrote (10615 ) 5/9/1998 5:39:00 AM From: Herb Duncan Respond to of 15196
SERVICE SWCTOR / Dynastar Announces Completion of Initial Public Offering and Proposed Major Transaction ASE SYMBOL: DDC MAY 8, 1998 CALGARY, ALBERTA--Dynastar Inc. ("Dynastar") (ASE trading symbol: DDC), a junior capital pool company is pleased to announce the posting of its common shares for trading today on The Alberta Stock Exchange (the "Exchange") on May 11, 1998. Dynastar has closed its initial public offering with Goepel McDermid Inc. and issued 1,500,000 common shares at $0.20 per share pursuant to a prospectus offering. Dynastar has entered into a Lock Up Agreement with Andre Vandenhoven and Ben Vandenhoven, the principal shareholders of A&B Drilling Ltd. ("A&B") who have agreed to tender all of their shares of A&B Drilling Ltd. to Dynastar pursuant to the Offer to be made by Dynastar for all of the issued and outstanding shares of A&B. The purchase price of $2,219,000 will be satisfied by the assumption of A&B debt of $300,000 and the issuance of approximately 7,476,000 common shares of Dynastar of which 6,476,000 common shares will be issued at a deemed price of $0.25 per share and approximately 1,000,000 common shares will be issued at a deemed price of $0.30 per share. The purchase price was negotiated between the parties after consideration of the value of A&B assets, its current financial position and the anticipated long-term cash flow to be generated from A&B's operations in the next five years. A&B is a private Alberta company which commenced operations in December 1997 and is in the business of seismic shot hole drilling. The proposed acquisition of A&B is a non-arm's length transaction as Andre and Ben Vandenhoven, each of whom is a director and shareholder of the Corporation are also the principal shareholders of A&B. Ben and Andre Vandenhoven and their respective spouses and companies controlled by them will receive a total of 6,233,133 of the 7,476,000 common shares of the Corporation to be issued in exchange for the shares of A&B. Dynastar also expects to grant up to 747,600 options at an exercise price of $0.30 to the officers, directors and key employees of the Corporation and A&B Drilling Ltd. on the closing of the acquisition. These options will become exercisable generally over a three-year period. In addition, it is expected that upon closing of the acquisition current A&B Directors, John Munro and George Steele will be appointed Vice-President, Operations and a director and Chief Financial Officer of the Corporation respectively. The proposed acquisition of A&B is intended to be the "Major Transaction" for Dynastar within the applicable policies of the Alberta Securities Commission and the Exchange, and as such must be approved by the shareholders of Dynastar and the Exchange.