JCP - MAJOR TRANSACTION / *CORRECTION* TELFORD RESOURCES LTD.
ANNOUNCEMENT
CALGARY, ALBERTA--
Telford (ASE - "TLF") reports that it has completed the
acquisition of certain of the shares of five private companies
constituting its "Major Transaction" on November 20, 1998.
Telford has completed a $105,000 private placement and intends to
proceed with three "subsequent transactions".
The common shares of Telford have been suspended since April 29,
1998 for failure to complete a major transaction within the
specified time period. Telford's shares will recommence trading
on The Alberta Stock Exchange on Tuesday, December 8, 1998.
The acquisitions constituting Telford's Major Transaction were
completed by the issuance of common shares and warrants by
Telford, as more fully described below:
Major Transaction
Alta Flights (Charters) Inc.
In a non arm's-length transaction, Telford has acquired 65% of
the outstanding Class A voting shares of Alta Flights and 100% of
the Class B shares of Alta Flights for a total consideration of
$4,535,290 which was paid for by the issuance of 9,070,560 common
shares of Telford at deemed price of $0.50 per share, plus
4,535,290 Telford warrants.
Each Telford warrant enables the holder to acquire one additional
share of Telford at a price of $0.75 until November 20, 1999 (the
"Telford Warrants"). All of the Telford Warrants detailed
elsewhere in this press release have identical terms. Of this
$4,535,290 consideration, $4,000,000 was paid to the original
founders of Alta Flights (for the Class A voting shares) by the
issuance of 8,000,000 common shares of Telford and 4,000,000
Telford Warrants. The remaining $535,290 was paid to the holders
of Class B shares of Alta Flights which were issued to
subscribers to an Alta Flights private placement at $0.50 per
share which was closed on January 31, 1998. One founder of Alta
Flights (also an owner of Class A shares) subscribed for $205,000
of this private placement, and paid for these shares in cash.
Alta Flights is a aircraft charter and leasing company based
principally in Edmonton and Calgary, and operates the only FBO at
the Edmonton International Airport, that being the Shell
Aerocentre. Alta Flights operates a fleet of 14 aircraft
consisting of Metroliner, King Air, Cessna Caravan, and Cessna
400 series aircraft.
Dominion Rathole Drilling Ltd. & Dominion Rathole Drilling Inc.
In a non arm's-length transaction, Telford has acquired 65% of
the common shares of Dominion Rathole Drilling Ltd. ("Dominion
Ltd") and Dominion Rathole Drilling Inc. ("Dominion Inc"), each
of which are foundation, conductor and rathole drilling companies
based in Western Canada. Dominion Ltd. operates from a base in
Fort St. John and serves N.E. British Columbia and N.W. Alberta.
Dominion Inc. operates from bases in Grande Prairie and Sylvan
Lake, serving all of Alberta.
Consideration for these purchases consisted of the payment by
Telford of $1.00 (each) for 65% of the common shares of each of
Dominion Ltd. and Dominion Inc. to Flotan Corporation, one of the
founders of Dominion Ltd. and Dominion Inc. Additionally,
Telford issued 100,000 common shares and 50,000 Telford Warrants
for 100% of the outstanding class A preference shares of Dominion
Ltd. to another of the founders of Dominion Ltd. and finally,
Telford issued 200,000 common shares and 100,000 Telford Warrants
for 100% of the outstanding Class B shares of Dominion Inc. of
which one half were issued to each of two other founders of
Dominion Inc.
Weir Construction Ltd.
In an arm's-length transaction, Telford has acquired 65% of the
outstanding common shares of Weir Construction Ltd. for total
consideration of $511,875, which was paid for by the issuance of
1,023,750 common shares of Telford at a deemed price of $0.50 per
share plus the issuance of 511,875 Telford Warrants.
Weir is engaged in the business of providing construction and
environmental services to the oil and gas industry. This
includes overall lease management, lease reclamation services as
well as general oilfield and non-oilfield construction services,
throughout southern Alberta and southwestern Saskatchewan. Weir's
activities have recently been expanded to include pipeline
construction.
Sermax Capital Inc.
In a non arm's-length transaction, Telford has acquired 100% of
the common shares of Sermax Capital Inc. for a total
consideration of $1,000,000, paid for by the issuance of
2,000,000 common shares of Telford and 1,000,000 Telford
Warrants.
Sermax is engaged in the business of acquiring equipment for
lease to oil and gas service companies. The equipment it owns
was purchased over the past year for a total price of $1,981,000
and is utilized in the sectors in which Telford's subsidiaries
are engaged in, principally rathole/conductor drilling and
pipeline construction.
Private Placement
In addition to the private placement funds raised by the Alta
Flights, Telford has also closed (subject to regulatory approval)
a private placement of 210,000 units for gross proceeds of
$105,000 for which Telford issued 210,000 common shares and
105,000 Telford Warrants.
Subsequent Transactions
Subject to regulatory approval, Telford intends to close three
additional private company acquisitions within the next 60 days,
those being the acquisition of certain of the shares of Dy-Drill
Inc., T.T.S. Industries (1993) Ltd. and T.T.S. Environmental
Inc., each of which were described as "Subsequent Transactions"
in Telford's Information Circular dated September 10, 1998. The
terms of these acquisitions will have been amended to reflect the
terms more favorable to Telford in light of current market
conditions as follows:
Dy-Drill Inc.
In an arm's-length transaction, Telford intends to acquire 100%
of the outstanding common shares of Dy-Drill for total
consideration of $200,000, which will be paid for by the issuance
of 400,000 common shares of Telford at a deemed value of $0.50
per share and 200,000 Telford Warrants.
Dy-Drill is an oilfield service company involved in coring, that
being the recovery of intact formation rock from a wellbore while
drilling so as to aid in the reservoir evaluation process.
T.T.S. Industries (1993) Ltd.
In an arm's-length transaction, Telford intends to purchase 65%
of the issued and outstanding common shares of T.T.S. Industries
(1993) Ltd. for a purchase price of $900,000, to be paid for by
the issuance of 1,800,000 common shares of Telford with a deemed
value of $0.50 per common share, together with 900,000 Telford
Warrants.
T.T.S. Industries Ltd. provides general construction services
including lease and right of way clearing and preparation, road
building, lease construction and remediation, facilities, battery
and compressor station construction, which has also been expanded
to encompass small and medium bore pipeline construction.
T.T.S. Environmental Inc.
In an arm's-length transaction, Telford intends to purchase 65%
of the issued and outstanding common shares of T.T.S.
Environmental for a total price of $400,000 to be paid by the
issuance for 800,000 common shares of Telford and 400,000 Telford
Warrants.
T.T.S. Environmental provides environmental services including
preparing environmental field reports for the Alberta Government,
completing environmental pre and post-site assessments, supplying
personnel and equipment for sumpless drilling or land spreading,
sump sampling, remediation and cleanup of contaminated sites or
leases with outstanding cleanup requirements, and handling and
disposal of oil-based drilling fluids and cuttings during and
after drilling operations are completed. The services of T.T.S.
Environmental are complimentary to those of both T.T.S.
Industries and Weir Construction.
General
Telford is pleased to announce the addition of Mr. Robert (Bob)
Weir, Cameron J.E. (Cam) Hamilton, Lloyd A. Douglas, and Jerry
A. Prange to the board of directors of Telford, joining previous
members David M. Robertson & Al J. Kroontje. Each of the new
members represents one of the private companies acquired
by Telford in the aforementioned Major Transaction.
Telford will not proceed with its proposed name change until
after concluding certain of the other subsequent transactions,
which will not be finalized until sometime in early 1999. Telford
is also evaluating whether to proceed with the proposed private
placement of convertible debentures for total proceeds of up to
$7,000,000 as described in its September 10, 1998 information
circular. Any decision in this regard will be made in the new
year as well.
Management of Telford views this Major Transaction and the
subsequent transactions as the first step of its growth strategy.
Members of management currently are in discussions with various
other companies with the view to implementing its second phase of
growth, that being implementing of a consolidation strategy in
four targeted areas - conductor/rathole and surface hole
drilling, pipeline construction, lease and road construction,
cleanup, and environmental services, and finally, aircraft
charter and leasing. |
