To: SofaSpud who wrote (12698 ) 10/7/1998 6:29:00 PM From: Herb Duncan Respond to of 15196
MERGERS-ACQUISITIONS / Colt Energy Inc.: Keywest Energy Increases Investment Clout ASE SYMBOL: COE AND KEYWEST ENERGY CORPORATION ASE SYMBOL: KWE OCTOBER 7, 1998 CALGARY, ALBERTA-- Increase cash reserves will enable new venture of Jordan Petroleum founders to seek oil and gas opportunities KEYWEST ENERGY CORPORATION and COLT ENERGY INC. today announced they have entered into a letter of intent with respect to the proposed business combination of their two companies. The proposed business combination will be effected by way of a share exchange implemented by a Plan of Arrangement whereby Colt will become a wholly-owned subsidiary of KeyWest and the resulting entity will continue operating as KeyWest Energy Corporation. The share exchange provides that KeyWest will acquire all of the issued and outstanding common shares of Colt based on one common share of KeyWest for every 1.65 common shares of Colt. Colt currently has approximately 21.5 million common shares issued and outstanding and KeyWest currently has approximately 19.2 million common shares issued and outstanding. Colt's assets comprise cash of approximately $8.1 million and oil and gas properties valued at $750,000. Upon completion of the proposed transaction KeyWest will have cash of approximately $19.5 million, oil and gas assets of $750,000, no debt and approximately 32.2 million common shares outstanding. This will put KeyWest in a unique position to pursue oil and gas mergers, property acquisitions and drilling opportunities in the coming months, and is consistent with KeyWest's stated business strategy. Following completion of the transaction Messrs. Alain Lambert and Lyle D. Schultz will be joining the KeyWest board of directors. KeyWest board currently consists of Ronald L. Belsher, Mary C. Blue, John J. Brown, David Crevier, Hugh Mogensen, Harold V. Pedersen and J. Ronald Woods. The President of KeyWest is Harold V. Pedersen, co-founder and former President of Jordan Petroleum Ltd. until its sale in December 1997. Mr. Pedersen's two Jordan co-founders, Mary C. Blue and Garry L. West, are also now at KeyWest in the respective capacities of Executive Vice-President and Vide-President of Engineering & Production. Jordan Petroleum was founded in 1986 with an initial capitalization of $65,000 at 10 cents per share and was sold last year at $9.80 per share, for a total value of $435 million. The letter of intent is subject to receipt of all necessary regulatory approvals, the entering into of a definitive arrangement agreement, the receipt of Colt's shareholder approval by December 15, 1998 and certain other standard conditions including completion of due diligence. The letter of intent also provides for a reciprocal break fee between the parties of $400,000 in the event that either party withdraws from the arrangement. Griffiths McBurney & Partners are acting as financial advisors with respect to this transaction. THE ALBERTA STOCK EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED OF THE INFORMATION CONTAINED HEREIN.