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NORCEN PROPOSAL TO ACQUIRE NCO SHARES

 CALGARY, Alberta, Dec. 22 /PRNewswire/ -- North Canadian Oils Ltd. (AMEX: NCD, Toronto, Montreal: NCO) announced that its board of directors have met and authorized its independent directors to consider the Norcen Energy Resources Ltd. (AMEX: NCN) proposal to acquire NCO shares and to determine if it is in the best interest of North Canadian and its shareholders. The independent directors intend to engage independent financial and legal advisors to assist them in their deliberations.
 Norcen has proposed that North Canadian enter into a business combination pursuant to which the holders of outstanding common shares of North Canadian would receive shares of Norcen on the same basis as Noranda Inc. (Toronto; Montreal; Vancouver: NOR) and Daal Energy Holdings Inc. The holders of preferred shares of North Canadian would receive cash at least equal to the market value thereof or preferred shares of Norcen having the same attributes, respectively, as the North Canadian shares. The acquisition by Norcen of 50.5 percent of the North Canadian shares from Noranda and Daal is to be effected by a share exchange whereby Norcen will issue .67 subordinate voting shares for each North Canadian common share.
 North Canadian Oils Ltd. is a senior exploration, production, marketing and power cogeneration company. NCO's common shares trade on the Toronto and Montreal stock exchanges in Canada and the American Stock Exchange in the United States.
 -0- 12/22/92
 /CONTACT: Norman R. Gish, president and CEO, 403-261-3210, or G. Barry Padley, senior VP and CFO, 403-261-4320, both of North Canadian Oils/
 (NCD NCN)


CO: North Canadian Oils Ltd. ST: Alberta IN: OIL SU:

MS-BP -- LA017 -- 9203 12/22/92 14:24 EST
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Publication:PR Newswire
Date:Dec 22, 1992
Words:274
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