To: Kerm Yerman who wrote (14691 ) 1/7/1999 7:59:00 PM From: Herb Duncan Respond to of 15196
FINANCING / First Star Announces Private Placement ASE SYMBOL: FST JANUARY 7, 1999 CALGARY, ALBERTA--First Star Energy Ltd ("First Star") announces that it has closed the private placement of 3,194,444 flow-through common shares at a price of $0.36 per share for total proceeds of $1,150,000. The proceeds from the flow-through share issue are to be expended in 1999 on First Star's high impact exploration plays, including: 1. a Mannville exploration well at Strachan to develop the upper zones logged but not tested in the 1998 Swan Hills discovery well; 2. a 2300 meter exploration well at Ferrybank in central Alberta (Zeta), on a Devonian D-3 reef oil play with the potential for over 100 million barrels of oil; 3. two other significant Devonian reef plays that are currently being developed. In addition, First Star is seeking approval from the Alberta Stock Exchange to complete a further private placement on the following terms: 1. the securities to be issued will be up to 5,000,000 units at a price of $0.28 per Unit ($1,400,000); 2. each unit will be comprised of 1 Class "A" Common Share and 0.36 of a share purchase warrant; 3. the price allocated to each common share forming part of a unit will be $0.2764 and the price allocated to each 0.36 warrant shall be $0.0036; 4. the warrants will be exercisable at $0.30 until May 31, 1999, and if fully exercised would provide $540,000 to First Star; 5. the subscribers are expected to include Tetrarch Capital Corporation (a 100 percent investment corporation of Mr. James A. Malcolm) and other subscribers who are not yet known and will be determined during the course of the private placement; 6. Mr. James A. Malcolm has agreed to become a director of First Star; and 7. the expected date of closing for the private placement is in February 1999. First Star has agreed that $1,325,000 of the proceeds from the proposed private placement will be used to purchase 1/2 of the working interests that First Star has agreed to purchase from a joint venture partner in the Strachan Area. First Star also proposes to assign to Tetrarch Capital (or a group put together by Tetrarch Capital) First Star's right to acquire the other 1/2 of these working interests. Following the acquisition of such interests by Tetrarch Capital it is proposed that First Star will have a call right to purchase such interests for a period of 4 months after the 2-22-38-9W5 well is placed on production, for $425,000 and 4,375,000 shares. If the option is not exercised, the Tetrarch Group will have a put right to require First Star to purchase such interests for a limited period of time and for consideration that may include cash and/or securities of First Star. This proposed private placement is subject to ASE approval. First Star would also like to announce the following changes to the company management structure: 1. Mr. Robert J. Iverach, Q.C. has resigned as Chairman of the Board of Directors but will remain as a Director of the Company. 2. Mr. James A. Malcolm has joined the Board of Directors as Chairman effective January 5, 1999. Mr. Malcolm was the founder and President of AccuMap EnerData Corporation. AccuMap was merged with QC Data in March, 1998. 3. Mr. Robyn Lore has joined the management team as a Business Consultant effective January 15, 1999. Mr. Lore has 21 years experience in the oil and gas business, primarily as a landman and consultant. He has been a director and officer of several publicly listed companies including New Cache Petroleum Ltd, Granisko Resources Ltd, Aldona Resources Ltd, and Adobe Resources Ltd. Since September, 1997, Mr. Lore has been a consultant to Heritage Oil Corporation, an international oil explorer. First Star is listed on the Alberta Stock Exchange under the symbol "FST".