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AMERICAN FIBRE ANNOUNCES AMALGAMATION WITH HERITAGE PETROLEUMS

 VANCOUVER, British Columbia, April 14 /PRNewswire/ -- The following was released today on behalf of the Board of Directors of American Fibre Corporation:
 The Directors of American Fibre Corporation (the "Company") announce a proposed amalgamation with Heritage Petroleums Inc. ("Heritage") for which shareholder approval will be sought at the Annual and Special General Meeting to be held May 20, 1994. Both companies have common management and a common business purpose, namely the acquisition and exploration of resource properties, as well as interest in certain mineral claims in the Eskay Creek Area, British Columbia and Crescent Valley, Nevada, U.S.A.
 In the opinion of the company's Board of Directors, the proposed amalgamation will result in a larger asset base which will assist in the facilitation of required financing and meet the requirements necessary for the shares of the amalgamated company to continue listing on NASDAQ. An opinion has been provided by Ross Glanville & Associates Ltd. to determine the fair exchange ratio based on an analysis of the relative share trading prices and a calculation of the relative net asset values.
 Upon receiving shareholder and regulatory approval for the proposed amalgamation, the issued and outstanding shares of the company will be exchanged on the basis of one (1) share of common stock of the proposed amalgamated company for every eight (8) shares of the company. The authorized capital of the amalgamated company will be 100,000,000 common shares without par value of which 2,588,165 will be issued and outstanding.
 Shareholders will also be asked to consider and vote upon the elimination of the company's $10,058,669 deficit by reducing the paid up capital of the issued and outstanding common shares as at December 31, 1993 to $2,670,974. This would eliminate the misleading appearance from the financial statements that the amalgamated company is burdened with losses from its previous operations.
 The Vancouver Stock Exchanged has neither approved nor disapproved this news release.
 -0- 4/14/94
 /CONTACT: James J. Bond of American Fibre Corp., 604-669-5650/


CO: American Fibre Corporation ST: British Columbia IN: MNG SU:

LD-WB -- NY146 -- 7666 04/14/94 20:11 EDT
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Publication:PR Newswire
Date:Apr 14, 1994
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