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SKYLINE GOLD CORP. ANNUAL AND SPECIAL GENERAL MEETING

 VANCOUVER, British Columbia, April 26 /PRNewswire/ -- At the company's annual and special general meeting held on April 22, 1993, the shareholders of the company approved, among other things:
 (a) The settlement of $22.5 million of the company's $27.5 million outstanding indebtedness to Lanch Holdings Ltd. ("Lanch"). Lanch is a private company controlled by Ronald C. Shon, the president and a director of the company. This settlement comprised the issue of 3.2 million shares of the company at a price of $2.30 per share and the issue of warrants to purchase 3 million shares of the company over a five-year period at prices of $3.50 for 1 million shares, $4.00 for 1 million shares and $4.50 for 1 million shares; and
 (b) The reconstruction of the company by way of an arrangement pursuant to section 276 of the Company Act (British Columbia) (the "arrangement") whereby the assets of the company are separated from its existing indebtedness. The arrangement will be effected through a series of concurrent steps which will result in a new company to be called International Skyline Gold Corp. ("International Skyline") holding all of the equipment and properties of the company without any indebtedness other than that which is incurred in the ordinary course. The company, to be renamed "Skycreek Minerals Inc.," will have a net smelter return royalty of 2 percent on the Stonehouse Deposit (held by International Skyline), certain benefits and residual debt. Holders of the company's shares will on the effective date of the arrangement receive one Skycreek common share and one International Skyline common share for each share of the company held by them.
 The arrangement will be implemented in a series of steps. Certain of the steps have income tax implications to the company and its shareholders, and as a result, the company obtained the following valuations for certain of its assets:
 (i) A valuation dated Jan. 19, 1993 for the equipment located at the company's Johnny Mountain Mine site. The value was determined to be $1,677,700 and was determined by taking the fair market value of the equipment and deducting the estimated costs of removal and freight to a saleable location; and
 (ii) A valuation dated Feb. 15, 1993 for the company's mineral properties. The value was determined to be $2,755,000 and was determined using several different techniques, including the Appraised Value and Geoscience Factor methods. The Market Approach and Hypothetical Discounted Cash Flow methods were also used in valuing the Johnny Mountain Mine property.
 The above valuations determined that the value of those assets of the company are $4,432,700. On March 18, 1993, being the record date for the company's annual and special general meeting, the company had 10,856,951 common shares outstanding. The foregoing valuations may not necessarily be relied upon as an indication of the value of the company's shares, however, as the value is based upon valuations of the company's equipment and properties to be transferred to International Skyline only and does not take into account any of the net smelter return royalty, certain benefits or residual indebtedness of the company. The valuations were not obtained to provide any indication of the underlying market value of the company's shares.
 The company also announces that Shon, Lanch and all other companies affiliated with Lanch which will hold shares of International Skyline have agreed to enter into a "coattail" agreement with International Skyline. The agreement will provide that Shon and his companies will be precluded for a period of two years from selling their shares of International Skyline in a private transaction unless the purchaser of those shares also makes an offer to the other shareholders of International Skyline to purchase their shares on the same terms. Notwithstanding the foregoing, the agreement will provide that Shon and his companies may sell up to 500,000 shares of International Skyline in any given 12-month period and may sell all or any of his shares pursuant to a prospectus.
 Copies of the valuations and the coattail agreement will be available from the company at its address as indicated above, and will be sent to any shareholder of the company upon request and payment of a nominal fee to cover printing and postage. Copies of the valuations and the coattail agreement will also be filed as public documents with the Ontario and British Columbia Securities Commissions.
 Having obtained shareholder approval to the arrangement, the company is seeking the final approval of the Supreme Court of British Columbia and all other necessary approvals to the arrangement.
 -0- 4/26/93
 /CONTACT: Ronald C. Shon, president of Skyline Gold, 604-683-6865/
 (SKX.)


CO: Skyline Gold Corp.; Lanch Holdings Ltd.; International Skyline
 Gold Corp. ST: British Columbia IN: SU:


MS-LS -- LA025 -- 0808 04/26/93 14:41 EDT
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Publication:PR Newswire
Date:Apr 26, 1993
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