To: Kerm Yerman who wrote (15023 ) 1/27/1999 3:07:00 AM From: Kerm Yerman Respond to of 15196
MERGERS- ACQUISITIONS / BlackRock Ventures Inc. Situation BLACKROCK ANNOUNCES ARRANGEMENT WITH GLAMIS TORONTO, ONTARIO-- BlackRock Ventures Inc. (TSE:BVI) announced that it has entered into a lock-up agreement with Glamis Gold Ltd. (TSE & NYSE:GLG) in connection with its undertaking to vote its 25.4% voting interest in Rayrock Resources Inc. (TSE:RAY) in favor of Glamis's new proposal to acquire all of Rayrock's issued and outstanding shares. The previously announced arrangements with Viceroy Resource Corporation have been terminated under their terms at no cost to BlackRock. The new Glamis proposal, which is to be effected by a statutory Plan of Arrangement (the "Arrangement"), provides Rayrock shareholders with a choice of either $3.00 in cash plus 1.6 Glamis shares, or 2.4 Glamis shares for each share of Rayrock. BlackRock has elected to take the cash plus share option. In addition, subject to regulatory and Rayrock shareholder approval, BlackRock has agreed to receive all of the shares of Magin Energy Inc. (TSE:MGY) shares (approximately 3.3 million) currently held by Rayrock in lieu of a portion of the Glamis shares which would otherwise be issuable to BlackRock. The exchange is based on a negotiated ratio of 0.94 of a share of Glamis for each share of Magin. Upon successful completion of the Arrangement and approval of the Magin exchange, BlackRock will end up with approximately $11.2 million in cash, 3.3 million shares of Magin (representing a 10.8% interest in Magin) and 2.9 million shares of Glamis (representing a 4.2% pro forma interest in Glamis), in a deal worth $29.4 million, valued at yesterday's closing prices. Upon completion of the transaction, Glamis will hold a 45.9% interest in BlackRock. Glamis and BlackRock have agreed to co-operate fully in the orderly placement of the shares each holds in the other. BlackRock currently has no intention to dispose of the Magin shares it would receive upon completion of the arrangements. The proposed Glamis transactions will not affect the issued and outstanding common shares of BlackRock, which will remain at 53,855,104. Cameron O. Smith, Chairman of BlackRock, commenting on these events, said, "The arrangements with Glamis are a material improvement on the Viceroy proposal. First, the Glamis arrangement provides BlackRock with $2.0 million more in cash to expand it heavy oil business; second, it provides the Company with larger holdings of investment grade securities; and third, it ensures the Company will have sufficient time to effect an orderly transition of control from its current major shareholder. As a result, BlackRock will be far better positioned to enhance value for all its shareholders."