FM Resources Corp. announces Second Amending Agreement to Agreement to purchase Alberta Oil Properties, restructure Debt.
VANCOUVER, January 20, 2006 – FM Resources Corp. (NEX: FMR.H) is pleased to announce that the transaction previously announced on September 12, 2005 to acquire all of the issued and outstanding shares of Strikewell Capital Corp. ("Strikewell") has obtained final TSX Venture Exchange approval and has now closed. The transaction is effective as of January 1, 2006 and Strikewell is now a wholly-owned subsidiary of FM Resources Corp. (the "Company").
Strikewell owns producing petroleum and natural gas interests (the "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 with respect to the Property is 54 thousand barrels and the total proved gas is 209 million cubic feet.
The purchase price for the shares of Strikewell was $2,886,399.78 paid by the Company by the issuance to Mr. Hislop (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 "Vendor Note") payable to the Vendor in the principal amount of $2,086,399.78.
In addition, the Company assumed the payment obligations under debt owed by Strikewell to the Vendor in the amount of $628,895.16, which was added to the principal owing under the Vendor Note. As part of the transaction, the Company also restructured $1,832,149.19 of current debt owed by the Company to a company (the “Vendor Company”) owned by the Vendor by entering into a second promissory note (the “Second Note”) on the same payment terms as the Vendor Note. The Second Note is payable by the Company to the Vendor Company and replaces the previous payment obligations under the debt owed by the Company to the Vendor Company. In addition, the Company assumed the payment obligations under debt owed by Strikewell to the Vendor Company in the amount of $1,984,705.06, which was added to the principal owing under the Second Note. The principal owing under the Vendor Note and the Second Note is due for repayment on the ninth anniversary of issuance of the Notes 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. Both the Vendor Note and the Second Note are secured against all of the assets of the Company.
The Company also announces the appointment of Mr. Chris Schultze as President, Secretary and Director of Strikewell following the resignation of Mr. Hislop.
For further information, please contact Chris Schultze at (604) 331-3395.
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