NEW YORK--(BUSINESS WIRE)--Sept. 28, 1998--This news release is made, in part, at the request of the Alberta Stock Exchange ("ASE"). The ASE was informed by MacDonald Mines Exploration Ltd. (ASE-MMP.A) ("MacDonald Mines") after the close of trading on Tuesday, September 15th, 1998 of its proposed
OFFER TO BRESEA:
On Wednesday, September 16th, 1998 MacDonald Mines announced that it had made an offer to PricewaterhouseCoopers Inc., the Court-appointed Interim Receiver-Manager of Bresea, under which, following all necessary regulatory and judicial approvals, Bresea shareholders would be offered the right to exchange some part of their shares (in an amount to be approved by the Court) for shares of an independently established and appropriately equivalent value in MacDonald Mines. The offer included a provision that the Bresea shares tendered to MacDonald Mines, would then be purchased for cancellation by Bresea, so that Bresea's shareholders would continue with their proportional interest in Bresea which would retain the major part of its assets. Such assets would include the larger part of its $26 million, its Calgary office building, Indonesian properties, and Bresea's potential participation in damages being sought through various shareholder class actions.
EXPIRY OF OFFER:
The offer of MacDonald Mines expired at the close of business on Friday, September 18th, 1998 without response from PricewaterhouseCoopers Inc. On Tuesday, September 22nd, 1998 counsel for PricewaterhouseCoopers Inc. advised MacDonald Mines that the provision of the offer proposing that the Interim Receiver-Manager seek Court approval for the purchase for cancellation of a portion of the Bresea shares "....at this point in time .... appears to us .... out of the question" (emphasis added). In an information meeting on Thursday, September 24th, 1998 between representatives of MacDonald Mines and the Alberta Securities Commission, the principal regulatory aspects of the proposed transactions were discussed and determined to be correctly contemplated. At a meeting in Calgary on Friday, September 25th, 1998 between the principals and counsel of Bresea, PricewaterhouseCoopers Inc., and MacDonald Mines, it was confirmed that a share exchange takeover bid was not otherwise objectionable or precluded by the Orders of the Alberta Court of Appeal appointing PricewaterhouseCoopers Inc. as Interim Receiver-Manager of Bresea. However, PricewaterhouseCoopers Inc. and its counsel, notified the other parties that no transaction resulting in the return of any of Bresea's funds to the benefit or determination of its shareholders, would presently be advocated, by them, to the Court.
STATUS OF INTERIM RECEIVER-MANAGER:
By Order of the Court of Queens Bench of Alberta, Bresea was granted protection from its creditors on May 8th, 1997 under provisions of the Companies Creditors Arrangement Act ("CCAA"), provided it file with the Court a Reorganization Plan on or before October 31st, 1997. Price Waterhouse Limited was appointed Monitor of Bresea under this Order. Bresea did not file a Reorganization Plan. Consequently, on November 5th, 1997 Price Waterhouse Limited was ordered to assign Bresea into bankruptcy and appoint Arthur Anderson Inc. its Trustee in Bankruptcy. On December 4th, 1997 the Alberta Court of Appeal set aside that Order as "Bresea was not insolvent no matter how that state may be defined". But, the Court of Appeal nevertheless continued the appointment of Price Waterhouse Limited as Interim Receiver-Manager to take possession of and preserve the assets of Bresea because "....the claims against the company, primarily by shareholders, are substantial". Some 121 Alberta residents had brought an action against Bresea and Bre-X Minerals Ltd. ("Bre-X") jointly, for damages for fraud and oppression. The amounts claimed (which cannot be exceeded but may, ultimately, be very significantly reduced) are $55 million for actual damages and $10 million for punitive damages; Bresea's present net asset value is some $0.40 per share. It is not known how many of Bresea's approximately 65 million outstanding shares held by more than 4,600 shareholders are represented by this small group of Alberta residents. Bresea believes the majority of the claimants to be shareholders of Bre-X (and the largest part of Bresea's funds were subscribed to it from outside of Alberta). However, their action provided the basis for the company's assets being taken away from its management and placed under the supervision of the Alberta Court of Queens Bench. Under a subsequent Order of the Court, the Interim Receiver-Manager was to have appeared before the Court for further instructions, on Friday, September 25th, 1998. As the assigned Judge was presiding at another trial, the Bresea hearing was postponed to a date yet to be determined.
No regulatory authority has approved nor disapproved the content of this news release.