BelAir Energy Corporation and Tikal Resources Corp. Proceed with Business Combination.

Business Editors

CALGARY, Alberta--(BUSINESS WIRE)--Nov. 9, 2001

Tikal Resources Corp. (OTCBB:TKZA)(TSE:TKZ.) and BelAir Energy Corporation (TSE:BEC.) jointly announced today that they are proceeding with the previously announced transaction for BelAir to acquire all of the issued and outstanding common shares of Tikal.

The parties have signed a binding Arrangement Agreement pursuant to which BelAir and Tikal shall amalgamate by way of a plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, holders of Tikal common shares will receive 0.4 of a BelAir common share for each Tikal common share.

The Board of Directors of each of BelAir and Tikal have approved the Arrangement. The Board of Directors of Tikal has recommended to its shareholders that they vote in favour of the Arrangement. Certain directors, officers and employees of Tikal, who in aggregate hold approximately 15% of the outstanding common shares, have executed lock-up agreements whereby they have agreed to vote their shares in favour of the Arrangement. Tikal has agreed to pay BelAir a break-fee of $1,000,000 subject to certain conditions. One independent director of Tikal will be named to the Board of BelAir.

Pursuant to an interim order of the Court of Queen's Bench of Alberta, a meeting of the shareholders has been called for December 13, 2001 to approve the Arrangement. An information circular describing the Arrangement and providing other relevant information is expected to be mailed to Tikal shareholders by November 12, 2001 and completion of the Arrangement is expected to occur in mid-December, 2001 following the Tikal shareholder meeting.

The completion of the transaction is subject to receipt of all necessary regulatory approvals, Tikal shareholder approval, and final approval of the Court of Queens' Bench for the Province of Alberta. A minimum of two-thirds of the votes cast at a meeting of Tikal shareholders must be in favour of the Arrangement. BelAir has received conditional approval of the TSE to the issuance of up to 10,335,527 BelAir Common Shares to shareholders of Tikal.

As a result of the transaction, BelAir will have approximately 26.6 million shares issued and outstanding. The company will have production of approximately 3,300 barrels of oil equivalent per day at 6:1 conversion of natural gas to oil, comprised of 15.9 million cubic feet of natural gas per day and 650 barrels of oil and natural gas liquids per day.

Griffiths McBurney & Partners acted as financial advisor to Tikal with respect to this transaction.

Based in Calgary, BelAir is involved in the exploration and exploitation of petroleum reserves in Western Canada. BelAir is listed on The Toronto Stock Exchange and trades under the symbol "BEC".

Tikal is a TSE (TKZ) and OTCBB (NASDAQ:TKZA) listed junior oil and gas Company with a focus on high reward exploration targets in western Canada and the United Kingdom.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This news release may contain forward-looking information. Actual future results may differ materially from those contemplated. The risks, uncertainties, and other factors that could influence actual results are described in documents filed with regulatory authorities.