Brookline announces the closing of the acquisition of Brook Sig Corp.

VANCOUVER, B.C.--(BUSINESS WIRE)--Sept. 15, 1995-- Further to its press release of July 13, 1995, Brookline Minerals Inc. (ME, VSE:BKM)("Brookline") is pleased to announce that the closing of the acquisition of Brook SIG Corp. ("BSIG") will take place on or shortly after September 19, 1995.

The acquisition will be subject to ratification by the shareholders of Brookline at an extraordinary general meeting of shareholders which has been called for Oct. 20, 1995 and to final approval by the regulatory authorities. A detailed proxy circular containing all of the material facts about the BSIG acquisition and related transactions will be mailed to the shareholders of the company shortly. It is expected that the common shares of Brookline will resume trading on the Montreal and Vancouver Stock Exchanges shortly after the closing and the mailing of the circular.

In addition to the ratification of the acquisition of BSIG, the shareholders of Brookline will be asked to approve the change of name of the company to Brookline Capital Inc. and the election to the Board of Directors of Brookline of John Simmonds, Mr. David O'Kell and Nicholas Wilson. Simmonds and Mr. O'Kell will become the Chairman and the President of Brookline, respectively.

As consideration for the acquisition of the shares of BSIG, Brookline will issue up to 15 million common shares to the shareholders of BSIG in three equal parts with 100,000 shares issued at a deemed price of $0.60 per share for each 220 MHz specialized mobile radio ("SMR") license which is financed by BSIG to a maximum of 150 licenses. Intek Diversified Corp. ("Intek") of Los Angeles, California, Simmonds Communications Ltd. ("SCL") of Toronto, Ontario, and a private company each own a one-third interest in BSIG. As part of the transaction, Brookline has agreed to pay a finders' fee of 400,000 common shares at a deemed price of $0.60 per share to certain unrelated third parties and Mr. Murray Sinclair, Sr. who is related to the president of Brookline.

At closing Intek and SCL will each enter into an agreement with Brookline to provide certain management services and technical expertise for the development and implementation of Brookline's ongoing business strategy. These agreements will have a duration of one year. As consideration, Intek and SCL will each receive one million common shares of Brookline, at a deemed price of $0.60 per share, on an instalment basis.

BSIG has certain investments and strategic relationships in the SMR market in the recently licensed 220 MHz sectors in the United States. BSIG is providing financing to various SMR management companies in the United States. The markets selected by BSIG are the top 50 designated market areas by population, having limited competition from other 220 MHz service providers or located in areas which enable coverage of a major inter-metropolitan transportation route.

The company understands that the SMR management companies require financing in order to construct the wireless communications infrastructure needed to operate their SMR facilities. SMR facilities provide wireless communication for small and mid-size businesses which require communication with fleets of vehicles and service people owned or employed by them. Initially, BSIG will focus its financing activities on narrowband SMR ("NSMR") management companies holding licenses to operate (or management contracts in respect of) wireless communications facilities in the 220 to 222 MHz sectors.

Brookline currently has working capital to finance 50 NSMR licenses and will require additional financing in the order of approximately US $8 million to be in a position to finance all of the 150 NSMR licenses proposed to be financed. There is no guarantee that such financing can be completed.

In 1987, the United States Federal Communications Commission ("FCC") reallocated the 220 to 222 MHz amateur radio band for the NSMR market and in 1993 awarded approximately 3,300 five channel licenses in that frequency spectrum. The licenses generally have a term of five years and are renewable subject to compliance with FCC rules. For any specific geographical area, the FCC may issue up to 20 licenses in the 220 MHz band with each licensee operating on a different frequency in that band. The licenses represented one of the last few frequencies to be issued by the FCC under a lottery system. Subsequent issuances have been made by an auction process which has resulted in a significant increase in the price of radio licenses in all radio frequencies. Although there is currently no market for the licenses, Brookline has been advised that the value of an NSMR license is in the range of US $50,000, depending on a number of factors such as location. The holders of licenses are generally small start-up companies and have a strong need for outside financing.

Many of the recipients of the 220 MHz NSMR licenses subsequently signed management contracts with companies (called license aggregators) to develop the radio systems and operate the NSMR service businesses on their behalf. BSIG has identified several license aggregators and has signed non-binding letters of intent with three and established discussions with a number of others with a view to entering into financing agreements. In order to develop their business they must select suitable radio equipment, develop their local systems and acquire new subscribers in accordance with the FCC's schedule for development and usage of the licenses. Typically borrowers will require financing of approximately US $80,000 for each license.

The FCC has imposed a December 31, 1995 deadline for the construction of the NSMR systems. License holders which do not construct their systems before that deadline may have their licenses cancelled by the FCC. During this first phase of development of the market, the emphasis of the license aggregators has been predominantly upon the development of the NSMR systems and infrastructure. Following such construction, the second phase will consist of attracting new subscribers to the NSMR service and the sale of mobile and portable radio equipment.

BSIG proposes to assist some of the license aggregators with financing on a secured basis to purchase equipment for the NSMR system infrastructure. BSIG will also hold equity interests in one or more license aggregators companies, to the extent available.

BSIG will select the aggregators to be financed on the basis of their overall market value based on market size, competition and strategic importance. Another key factor will be whether the license networks are subject to a valid and assignable management contract and whether a market exists for the assignment of such contract. The company expects that the market value of the licenses will be significantly greater than its investment, once the NSMR systems are operational, and that there will exist a market for their resale should the borrowers default, thereby minimizing the risk of loss to the company.

Brookline currently has 21,248,636 common shares outstanding. On the assumption that only 50 NSMR systems are financed, it will issue 7,400,000 additional shares as part of the above transactions, for a total of 28,648,636 shares, resulting in a dilution to existing shareholders of 35 percent. On the assumption that 150 NSMR systems are financed, it will issue 10,000,000 shares to the current BSIG shareholders under the share purchase agreement, in addition to the 7,400,000 shares described above, for a total of 38,648,636 shares, resulting in a cumulative dilution to existing shareholders of 82 percent.

Brookline has received a fairness opinion from Eagle & Partners which, based on the information submitted and on the assumptions that all of the conditions required to implement the acquisition of BSIG will be satisfied and that the acquisition will be completed as described, concludes that on the basis of the intrinsic value of Brookline, the prospects for an improvement in value for existing shareholders and the experience which Brookline has contracted to acquire through the management services agreements, the proposed course of business is fair, from a financial point of view, to the existing shareholders of Brookline.

The closing price of the common shares of Brookline on their last trading day (July 13, 1995) was $0.82.

Intek Diversified Corporation is a publicly-traded company on the NASDAQ exchange (symbol - IDCC). through its wholly-owned subsidiary, Roamer One, Inc., Intek is developing a 220 MHz Specialized Mobile Radio network in the United States.

Simmonds Communications Ltd. is a diversified electronics company involved as a manufacturer, distributor, and systems integrator in the global wireless communications market and the production and distribution of electronic components. SCL is listed on The Toronto Stock Exchange (symbol - SMM).

Brookline will transfer all of its resource properties to Orvilliers Resources Inc. prior to closing.

The shares of Orvilliers received as consideration will be distributed by Brookline to the shareholders of the company at a date to be determined. Orvilliers is currently a private company whose only shareholders are the company and Gothic Resources Inc.

Brookline Minerals Inc. is listed on the Vancouver Stock Exchange and the Montreal Exchange (symbol - BKM).

Note To Editors: No regulatory authority has approved nor disapproved the content of this release.

CONTACT: Murray Sinclair, Jr.

604/689-1428

INDUSTRY KEYWORD: MINING REPEATS: New York 212-575-8822 or 800-221-2462; Boston 617-330-5311 or