Delmay Energy -- Acquisition of Atlantic International Resources Corp.VANCOUVER, BC--(BUSINESS WIRE)--Dec. 15, 1994--Delmay is pleased to announce the signing of a letter agreement to acquire Atlantic International Resources Corporation ("AIRC AIRC Australian Industrial Relations Commission AIRC Associazione Italiana Per La Ricerca Sul Cancro (Italian Cancer Research Association) AIRC American Information Resource Center "), a private Maryland company engaged in the financial services industry through its wholly-owned subsidiaries, Maryland Southern Insurance Corporation, Atlantic International Mortgage, Inc. and CanVest Capital Corporation. The purchase price is $19 Million U.S., payable in preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. of a Delmay subsidiary and convertible into Delmay stock at a price of $5.00 U.S. per share, subject to the approval of The Alberta Stock Exchange Alberta Stock Exchange See Canadian Venture Exchange (CDNX). . The purchase price may be adjusted prior to closing based on a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. given by an investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. recognized by NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on and approved by AIRC and Delmay. The change of control of AIRC resulting from Delmay's acquisition is subject to regulatory approval by the Commissioner of Insurance for the State of Maryland. This acquisition is intended by Delmay management to provide significant assets, cash flow and underlying equity to Delmay shareholders. AIRC's operating subsidiaries have the personnel and management expertise to generate expansion in asset accumulation and steady income growth in a non-cyclical industry which should mix well with Delmay's other operations. In particular, CanVest specializes in providing financial advice and providing incubator services to start up technology ventures with links to several universities. The experience of CanVest management is expected to assist Delmay in resolving outstanding issues relating to its attempted acquisition of Semitel Corporation of Akron, Ohio and the current litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. arising out of that investment. While the resolution of the Semitel acquisition is taking considerable time and energy, other potential investments in advanced technology companies are being considered. Delmay continues to concentrate on its oil and gas operations in Oklahoma and Kansas and management is currently negotiating several acquisitions that would expand that business. VICTOR J. ELIAS, President -0- The Alberta Stock Exchange has neither approved nor disapproved the information contained herein. CONTACT: Delmay Energy Corp. Victor J. Elias, 604/263-5529 |
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