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MFC Bancorp Ltd. Announces Take-Over Bid for Bresea Resources Ltd.


Business Editors

DUBLIN, Ireland--(BUSINESS WIRE)--Dec. 15, 2000

MFC (Microsoft Foundation Class) An application framework for writing Microsoft C/C++ and Visual C++ applications. See application framework.

MFC - Microsoft Foundation Class
 Bancorp Ltd. ("MFC") (Nasdaq:MXBIF) (Frankfurt Stock Exchange Frankfurt Stock Exchange

The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS.
:MFC GR) Friday announced that 32565 Yukon Inc., a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
, is making a take-over bid offer (the "Offer") for all of the outstanding common shares of Bresea Resources Ltd. ("Bresea").

The Offering Document, to be mailed shortly, will offer Cdn$0.15 for each common share of Bresea tendered to the Offer.

The Offer is subject to several conditions, including that at least 50 percent of the outstanding shares of Bresea are tendered to the Offer and that the certain entitlements under the Shareholders' Rights Plan of Bresea are either waived by Bresea or otherwise set aside. The Offer is made to all shareholders of Bresea, other than those in jurisdictions where such an Offer is unlawful.

Currently, the shares of Bresea are subject to cease trade orders in British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography
 and Quebec. MFC has applied to the British Columbia Securities Commission The British Columbia Securities Commission (BCSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of British Columbia. External links
  • Official site
  • About the BCSC
 and the Quebec Securities Commission for a partial revocation of the cease trade orders to allow the Offer to proceed in those jurisdictions.

If such partial revocations are not granted, the Offer will not be available to persons in those jurisdictions.

Bresea is a Canadian public company based in Calgary, Alberta. It was formerly involved in mineral exploration activities and owns 22.3 percent of the outstanding shares of Bre-X Minerals Ltd. ("Bre-X").

In May 1997, it was discovered that Bre-X's Indonesian properties did not contain economic quantities of gold, despite Bre-X's previous announcements of a major discovery.

This led to a number of claims filed against Bre-X, Bresea and other insiders and affiliates alleging, among other things, fraud and resulting in both companies seeking protection from creditors under the Companies Creditors Arrangement Act (Canada) on May 8, 1997. PricewaterhouseCoopers Inc. was appointed as Receiver of Bresea on Nov. 5, 1997.

Bresea has no directors or officers and has no active business other than managing its existing assets. According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 the Receiver, at Sept. 30, 2000, Bresea has total assets of Cdn$31.7 million and has 65,518,370 common shares issued and outstanding. Bresea has numerous claims against it, arising out of the Bre-X affair, amounting in total to over Cdn$3.0 billion.

The Receiver has recently announced a proposed settlement of such claims, subject to court, shareholder and other necessary approvals, and completion of a Plan of Arrangement, which requires the approval of various stakeholders Stakeholders

All parties that have an interest, financial or otherwise, in a firm-stockholders, creditors, bondholders, employees, customers, management, the community, and the government.
 and potential claimants against Bresea.

The common shares of Bresea were delisted from the Montreal Stock Exchange Montreal Stock Exchange

See Bourse de Montreal, Inc. (Canadian Derivatives Exchange)
 in 1997 and there has been no market for the shares since that time.

MFC also announced, that if the Offer is successfully completed, it intends to propose a board of directors for Bresea who will work with the Receiver to settle the claims against Bresea and complete the company's restructuring.

If all such claims and potential claims are satisfactorily settled, the board would develop and implement a business plan for Bresea focused on pursuing merchant banking opportunities in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. .

For further information regarding the Offer please call:

Information Agent & Depository

Georgeson Shareholder Communications Canada Inc.

800/890-1037

MFC Bancorp Ltd. owns companies that operate in the financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 industry, specializing in merchant banking internationally.

Certain statements included herein are "forward-looking statements" as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Management of MFC cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause the actual results of operations or financial condition of MFC to differ include, but are not necessarily limited to, the risks and uncertainties discussed in documents filed by MFC with the Securities and Exchange Commission.
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Publication:Business Wire
Geographic Code:1CANA
Date:Dec 15, 2000
Words:628
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