To: Kerm Yerman who wrote (14777 ) 1/12/1999 9:25:00 PM From: Kerm Yerman Respond to of 15196
CORP ANOUNCEMENT / BlackRock Ventures Inc. Agreement BLACKROCK ANNOUNCES AGREEMENT WITH VICEROY TORONTO, ONTARIO-- BlackRock Ventures Inc. (TSE:BVI) announced that it has entered into a lock-up agreement with Viceroy Resource Corporation (TSE:VOY) in connection with its undertaking to vote its 25.4% voting interest in Rayrock Resources Inc. (TSE:RAY) in favor of Viceroy's proposal to acquire all of Rayrock's issued and outstanding shares. Under the terms of their proposal, to be effected by a statutory Plan of Arrangement, Viceroy is offering $2.50 in cash, plus 1.9 Viceroy shares and 1.22 BlackRock shares, for each share of Rayrock. In addition, subject to regulatory and shareholder approval, BlackRock has agreed to receive the shares of Magin Energy Inc. (TSE:MGY) currently held by Rayrock in lieu of a portion of the Viceroy shares which would otherwise be issuable to BlackRock. C. Bruce Burton, President and CFO of BlackRock, stated, "Magin is a company with which we are very familiar and in whose management team we have great confidence. Our intention will be to hold these shares for investment purposes." Upon successful completion of the transaction, BlackRock will receive approximately $9.4 million in cash, 3.3 million shares of Magin (representing a 10.8% interest), 3.1 million shares of Viceroy (representing a 3.3% pro forma interest), and 4.6 million of its own shares (representing an 8.5% interest). These BlackRock shares will be canceled, reducing, on a pro forma basis, the issued and outstanding shares of the Company to 49,288,433 shares. Cameron O. Smith, Chairman of BlackRock, commenting on these events, said, "The arrangements with Viceroy accomplish three of the Company's major objectives. First, it provides BlackRock with cash to expand its business plan to take advantage of current conditions in the heavy oil business. Second, it concentrates more oil and gas interests in BlackRock, and finally, it eliminates the cross-shareholdings between BlackRock and Rayrock. As a result, value for the BlackRock shareholder should certainly be enhanced."