To: Kerm Yerman who wrote (14530 ) 12/24/1998 9:41:00 PM From: Herb Duncan Respond to of 15196
MERGERS-ACQUISITIONS / Raider Announces Friendly Takeover of Brigadier TSE SYMBOL: RAI AND BRIGADIER ENERGY INC. ASE SYMBOL: BGR DECEMBER 24, 1998 CALGARY, ALBERTA--Raider Resources Ltd. ("Raider" RAI.T) and Brigadier Energy Inc. ("Brigadier" BGR.A) have entered into a formal acquisition agreement pursuant to which Raider has agreed to acquire all of the issued and outstanding shares of Brigadier. The offer has the unanimous approval of the Board of Directors and management of both companies. Brigadier shareholders will receive 0.8 of a common share of Raider for each common share of Brigadier. Jennings Capital Inc. is advising Brigadier and will provide a fairness opinion. Brigadier has agreed not to solicit or encourage any competing proposals, has granted certain other rights, and has agreed to pay Raider a termination fee of $500,000 in the event that a superior proposal is made for Brigadier shares. Raider intends to mail a takeover bid circular to Brigadier shareholders no later than December 29, 1998. Shareholders owning or controlling in excess of 66 2/3 percent of the issued shares of Brigadier have committed to tender their shares to the offer. Raider is a public company which trades on the Toronto Stock Exchange. Mr. John Cassels, President of Raider, is pleased to announce the proposed transaction which will allow Raider to move forward with a stronger asset base and a sound technical team. Mr. Ron Jocsak, President of Brigadier, commented on the benefits of the combination by saying "The combined company will have production of 8.0 MMCFED made up of approximately 90 percent gas and associated liquids; current proven reserves of approximately 16 BCFE and proven and probable reserves of approximately 22.5 BCFE. Both the developed and undeveloped assets are a complimentary fit to a focus in Central Alberta and provide approximately 20,000 net undeveloped acres of land to explore." Raider provides solid cash flow, financial management, liquidity and a broadened shareholder base. Brigadier provides production, cash, no debt, proven E&D management, and an internally-generated prospect inventory. AS a result of this transaction, critical mass will be achieved which should allow Raider to expand into the Central Alberta focus area and take advantage of the numerous opportunities which exist today. Once the transaction is completed, Mr. John H. Cassels will be Chief Financial Officer and Director of Raider. Mr. Ronald P. Jocsak will become President and Chief Operating Officer of Raider and a Director. Mr. Gordon Dixon, Q.C., who is a Partner in Dixon Law Firm, will be Chairman of the Board. The other directors will be Mr. John A. Dixon, a Partner of Dixon Law Firm, Mr. Wieland Wettstein, Principal of Finex Financial Corp. Ltd., Mr. Gerald D. Sutton, Principal of Framfield Oil & Gas Ltd., Mrs. Christina M. Fehr, Principal of Macon Resources Ltd., and Mr. Donald J. Rowden, Principal of MacSema Inc.