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SKYLINE GOLD CORP. OFFERS TO ACQUIRE COMPANY

 VANCOUVER, British Columbia, July 8 /PRNewswire/ -- Skyline Gold Corp. announces that it has entered into a memorandum of understanding with a non-resource based company whereby it will be making an offer to acquire that company. The offer will be made by Skycreek Minerals Ltd., which will be the name of the company upon completion of the arrangement.
 The non-resource based company which will be the subject of the company's offer had sales during its last fiscal period of approximately $29.3 million, cash flows of approximately $2.3 million, and earnings after income taxes of approximately $769,000, on a consolidated basis.
 The purchase price payable for the acquisition of the non-resource based company is expected to be approximately $27 million, and will be paid by the issuance of an as yet-to-be- determined number of common voting and common non-voting shares at $0.05 per share determined on a fully diluted basis.
 As part of the acquisition, the company will also settle its remaining outstanding indebtedness in the amount of approximately $5 million plus interest amount to Lanch Holdings Ltd. ("Lanch"), a company the principal of which is the company's president, Ronald C. Shon, will be settled by the issuance of 29,976,449 common non-voting shares at $0.05 per share, Lanch will also purchase a 99 percent interest in the company's 2 percent net smelter return royalty in the Stonehouse Deposit (with a maximum payable of $500,000) which royalty will be granted by International Skyline Gold Corp. pursuant to the arrangement, for the sum of $1,000 and will release all security it holds over the company's assets.
 Immediately prior to the closing of the foregoing transactions, the company will issue to its common voting shareholders by way of dividend one warrant for each two common shares held. Each warrant will entitle the holder thereof to purchase one common voting share and one common non-voting share after a specified time following completion of the acquisition, and for a period of one year from the date of issue, at a price equal to 20 percent above any public issue price of the company's shares or, in the event there has not been a public issue, 20 percent above the average trading price for the company's shares on The Toronto Stock Exchange for the 20 days following completion of the acquisition.
 To facilitate the acquisition an initial shareholders' meeting in early August 1993, will be called to, inter alia, amend the company's share capital to increase the number of authorized common voting shares to 800,000,000 shares and create a class of common non-voting shares of 800,000,000 shares, to approve the settlement with Lanch, to approve the issue of the warrants and to approve a private placement, if required, to raise funds for working capital and repayment of the balance of the company's outstanding indebtedness to the Royal Bank and to assist in the acquisition. After completion of these preliminary steps a second shareholders meeting will be held to approve the acquisition and to consolidate the company's share capital.
 International Skyline Gold Corp., the successor to Skyline Gold Corp., will not be affected by the acquisition.
 The above transactions are subject to a formal agreement being entered into between the parties, and shareholder and regulatory approval.
 -0- 7/8/93
 /CONTACT: Rupert A. Legge, secretary of Skyline Gold, 604-683-6865/
 (SKX.)


CO: International Skyline Gold C ?Skycreek Minerals Ltd. ST: British Columbia IN: MNG SU: TNM

MF-JL -- LA020 -- 9369 07/08/93 09:12 EDT
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Publication:PR Newswire
Date:Jul 8, 1993
Words:588
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