Strategia Corporation Announces Possible Transaction.

Business Editors

LOUISVILLE, Ky.--(BUSINESS WIRE)--Nov. 27, 2000

Strategia Corporation (OTC BB:SAEA) today announced that its Board of Directors has approved an agreement with Proprietary Industries, Inc. (TSE:PPI). If consummated, the agreement calls for Strategia to issue to Proprietary 10,000,000 shares of Common Stock and 134,976 shares of a newly created Series Preferred AAA Stock, each share of which is essentially equivalent to, and convertible into, 1,000 shares of Common Stock. As a result, Proprietary will own and control approximately 97% of Strategia.

In exchange for the newly issued Strategia shares, Proprietary is to transfer to Strategia its 94% equity interest in EnerGCorp, Inc., a company located in Tempe, Arizona, which through various partly- and wholly-owned subsidiaries is engaged primarily in real estate development and construction. According to its unaudited July 31, 2000, interim financial statements provided by Proprietary to Strategia, EnerGCorp has approximately $29 million in total assets and $12 million in shareholders' equity. The transaction, which is scheduled to close on December 1, 2000, is subject to a number of contingencies, including the execution of the Agreement by Proprietary and the fulfillment of the conditions for the closing set forth in the Agreement.

Strategia has also declared a distribution of its current net worth, estimated to be approximately $0.09 per share of Common Stock. This distribution will only be paid to shareholders of record on the day prior to the closing of the Proprietary transaction and will only be paid if the closing occurs.

The Agreement provides Proprietary with the right, exercisable for up to six months after the closing, to rescind the exchange of stock. This right may only be exercised if Strategia's Articles of Incorporation cannot be amended to increase the authorized Common Stock to enable Proprietary to convert all of its Series AAA Preferred or if Proprietary's ability to vote its Common or Series AAA Preferred is restricted or otherwise limited. Strategia believes that Proprietary will not have a basis to rescind. However, if Proprietary can and does rescind, the Strategia Common Stock would likely be worthless because Strategia will probably then be dissolved without further distributions.

Upon the closing of the transactions, all of the current members of the Strategia Board of Directors will resign. They will be replaced by individuals designated by Proprietary. The Board of Directors has approved this transaction because it gives the shareholders a possibility of realizing greater value than they would if Strategia merely distributed its net assets and dissolved. However, shareholders should be cautioned that there can be no assurance that the transaction can be consummated and, if it is, the value that the shareholders will realize from the transaction will be small and will be in the form of illiquid stock with little public float in a company that is speculative and dominated by a parent company that will own ninety seven percent of its outstanding stock. In addition, the trading of Strategia stock could be suspended for a period of time after the closing until Strategia files new information with the Securities and Exchange Commission which reflects the results of this transaction.

This press release contains forward looking statements that describe the potential consequences of a proposed transaction with EnerGCorp on Strategia and its shareholders. Several factors contained in the cautionary statements that accompany those forward looking statements in this release could cause the actual consequences for Strategia and its shareholders to differ from the potential consequences described in the forward-looking statements.