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TOTAL CANADA OIL & GAS LTD. ANNOUNCES AGREEMENT TO PURCHASE TOTAL ENERGOLD CORP.

 CALGARY, Alberta, Nov. 19 ~PRNewswire~ -- Total Canada Oil & Gas Ltd. (AMEX: TOG) announced that the board of directors has today approved the purchase of all the outstanding common shares of TOTAL Energold Corp. (Toronto: TGD) from TOTAL Operations Canada Ltd., a wholly-owned subsidiary of Total Resources (Canada) Ltd. Total Canada Oil & Gas Ltd. and Total Resources (Canada) Lted are both subsidiaries of TOTAL S.A.
 The effective purchase price, subject to certain prior conditions, will be approximately $10.3 million with closing scheduled for early December 1992.
 All mining resource properties and investments of TOTAL Energold Corp. and its subsidiaries are in the process of being sold to independent parties. Prior to the closing of this transaction, the common shares of Ranchmen's Resources Ltd., currently held by TOTAL Energold Corp., will be transferred and held through Total Resources (Canada) Ltd.
 At the time of closing, TOTAL Energold Corp. and its subsidiaries will have substantial unused non-capital losses and various other tax pools, all of which are expected to be available to Total Petroleum Canada Ltd., a wholly-owned subsidiary of Total Canada Oil & Gas Ltd.
 This acquisition will result in an immediate reduction in the company's deferred tax account by the amount of the purchase price and will enable the company to defer an estimated $21 million of income taxes over the next four years. The effect of this will be to increase funds generated from operations by the same amount during this period. Net income is also expected to increase as the company's effective tax rate is temporarily reduced.
 Because of the related nature of this transaction, the acquisition was reviewed and approved by an independent committee of the board of directors.
 -0- 11~19~92
 ~CONTACT: Don Gardner of Total Canada Oil & Gas, 403-267-3000~
 (TOG TGD.)


CO: Total Canada Oil & Gas Ltd.; TOTAL Energold Corp.; TOTAL
 Operations Canada Ltd. ST: Alberta IN: OIL SU: TNM


BP-KJ -- LA025 -- 3040 11~19~92 15:27 EST
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Publication:PR Newswire
Date:Nov 19, 1992
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