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

To: Kerm Yerman who wrote (11204)	6/12/1998 5:51:00 PM
From: SofaSpud	Read Replies (2) \| Respond to of 15196

MERGERS & ACQUISITIONS / BriAlto to merge with Eden BRIALTO ENERGY CORPORATION AND EDEN EXPLORATION LTD. TO MERGE CALGARY, June 11 /CNW/ - BriAlto Energy Corporation (trading symbol BTO.A on the ASE) and Eden Exploration Ltd., (listed with Standard & Poor's in the US and trading symbol EDX on the ASE) jointly announce that Eden has accepted BriAlto's Offer to Merge. Pursuant to the Offer to Merge, BriAlto will issue one share of BriAlto for every 3.55 common shares of Eden previously held. The merger is subject to the execution of formal documentation, due diligence by both parties, as well as shareholder and regulatory approval. A meeting of Eden shareholders will be called to approve the merger, which is expected to close by the fourth quarter. It is estimated that BriAlto will issue approximately 2,650,000 Class A shares, bringing the total to approximately 9,845,000 Class A shares outstanding at the conclusion of the transaction. The major shareholders of Eden have agreed to enter into a lockup agreement with BriAlto covering 4,200,000 common shares, representing approximately 45% of the outstanding shares of Eden. The merged company, which will carry on business as BriAlto Energy Corporation, will have combined production of approximately 240 barrels of oil per day. Based on independent engineering reports as of January 1, 1998, the new entity's proven plus probable reserves are approximately 2,200 mstb of oil. The new company will benefit from a wider distribution of shareholders, (including the US through Eden's Standard & Poor's listing), a strong balance sheet with cash reserves available for investment, good management expertise and asset base in south east Saskatchewan, strong growth potential from workovers, infill drilling and waterflood program associated with Eden's 90%-owned Clarilaw property, along with an excellent portfolio of drilling prospects put together by BriAlto management. Mr. Al Tolg, President of BriAlto, will be President and CEO of the merged Company. The Alberta Stock Exchange has neither approved nor disapproved the information contained herein. -30- For further information: Alan R. Tolg, President, BriAlto Energy Corp., (403) 216-2288, Fax: (403) 264-9299; Ms. Yvonne Sheldrake, VP, Eden Exploration Ltd., (403) 531-1387, Fax: (888) 608-1387