FM Resources Corp. announces Agreement to purchase Alberta Oil Properties, restructure Debt.
VANCOUVER, September 12, 2005 - FM Resources Corp. (NEX: FMR.H) is pleased to announce that it has entered into a binding letter agreement with John Hislop (the "Vendor") to acquire all of the issued and outstanding shares of Strikewell Capital Corp. ("Strikewell"). The closing of the transaction is subject to a number of conditions precedent, including the entering into of a formal share purchase agreement by September 25, 2005, satisfactory due diligence being completed by September 28, 2005 and the approval of the TSX Venture Exchange. The transaction will complete upon receipt of regulatory approval.
Strikewell owns a producing petroleum and natural gas property near Garrington, Alberta. According to a report entitled "Economic Evaluation of the Reserves of Strikewell Capital Corp., Garrington Area, Alberta, Canada" prepared by Henderson & Associates Petroleum Consultants Ltd. on August 29, 2005, the total proved oil is 54 MBBL and the total proved gas is 209 MMSCF.
The purchase price for the shares of Strikewell is $5,500,000 payable by the Company by the issuance to the Vendor of 2,000,000 voting common shares in the capital of the Company at an issue price equal to $0.40 for a total consideration of $800,000 and the issuance of a promissory note (the "Note") payable to the vendor in the principal amount of $4,700,000. As part of the transaction, another approximately $1,800,000 of current debt will be restructured and added to the Note, substantially reducing current interest payments on current outstanding debt. The principal owing under the Note is due for repayment on the ninth anniversary of the issuance of the Note and bears interest at 2% for years one and two, 3% for years three and four, 4% for year five and 15% for years six through eight, compounded and payable semi-annually. The Vendor may demand repayment of all or part of the Note at any time once three years have elapsed from the issue date of the Note. The Note will be secured against all of the assets of the Company.
For further information, please contact Chris Schultze at (604) 331-3395.
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