To: Kerm Yerman who wrote (12996 ) 10/24/1998 6:56:00 AM From: Herb Duncan Respond to of 15196
MERGERS-ACQUISITIONS / Highview Resources Enters Into Agreement ASE SYMBOL: HVW OCTOBER 23, 1998 CALGARY, ALBERTA--Highview Resources Ltd. today announced that it has entered into an agreement with arm's length parties, to purchase all of the outstanding shares of a private company, Royal Crusader Energy Corp. in exchange for $98,000 cash and the issuance of 2,253,000 Highview common shares at $0.10 per share. Royal Crusader has working capital of approximately $233,000 and owns certain non producing exploration acreage in Alberta and Saskatchewan. MANAGEMENT Concurrent with the completion of the acquisition, Highview will appoint Richard Chisholm, John McLeod, Roger Hume and Donald Clark to the Board of Directors of Highview, and Locke McPherson will resign from the Board. Richard Chisholm will be appointed as the President and Chief Executive Officer of the Company, Brian McManamam will be appointed Vice President, Land and Norm Johnson will be appointed Vice President of Finance and Administration. Mr. Chisholm is a geologist with over 15 years of experience in oil and gas exploration in Western Canada and the Board of Highview is confident he will bring the necessary management and technical skills to provide Highview with growth opportunities in the immediate future. EMPLOYEE AND DIRECTOR OPTIONS Subject to regulatory approval, the Board of Directors has approved the issuance of employee and directors options to purchase 950,000 shares at $0.15 per share, exercisable for a period of five years, vesting as to one third immediately and one third in each of the next two years. FINANCIAL Subject to regulatory approval, Highview plans to raise an additional $130,000 through the issue of 1,000,000 common shares on a flow through basis at $0.13 per share. The shares will be issued to officers and directors of the Company and the proceeds will be used to provide financing for exploration and development prospects over the next year. BUSINESS PLAN Following the transaction and the issue of flow through shares, Highview will have approximately 14.7 million shares outstanding. The Company will have working capital of approximately $770,000, an interest in a producing oil property in Alberta providing approximately $100,000 cash flow per year, and an experienced management team with a mandate to grow the company through exploration and the acquisition of reserves, primarily in western Canada. Management will own approximately 15 percent of the outstanding shares and Humboldt Capital Corporation and related parties will own 50 percent of the outstanding shares. Humboldt and related parties currently own 66 percent of the outstanding shares of Highview and has agreed to approve the transaction. The transaction is subject to the completion of formal documentation and the approval of the appropriate regulatory authorities, including the Alberta Stock Exchange. It is anticipated the acquisition will close by the end of November, 1998.