Westlinks Enters Into Agreement to Acquire Big Horn

Apr 25, 2001, 01:00 ET from Westlinks Resources Ltd.

    CALGARY, Alberta, April 25 /PRNewswire/ -- Westlinks Resources Ltd.
 (Nasdaq:   WLKS; CDNX: WLX) announced today that it has entered into an
 agreement whereby Westlinks will make an offer (the "Offer") to acquire 100%
 of the common shares of Big Horn Resources Ltd by way of a formal "take-over
 bid".  Approval of the Offer by the Board of Directors of Big Horn is subject
 to a fairness opinion.  All dollar amounts in this release are in Canadian
 dollars.
     The Offer will be made on the basis that holders of Big Horn common shares
 shall be entitled to receive, in consideration for each pre-consolidated Big
 Horn common share, either
 
     (i)  0.1905 of a Westlinks common share (the "share offer"), or
 
     (ii) $0.22 cash and 0.74 of a Westlinks preferred share (the "cash
          offer").
 
     The Westlinks preferred shares issued as consideration under the cash
 offer shall be redeemable at any time by Westlinks at a price of $0.85 per
 share, and will be retractable by the holder at a price of $0.85 per share at
 any time following the first anniversary of issuance.  The preferred shares
 shall be non-transferable and will not be entitled to dividends.
     Big Horn currently has 28,122,191 common shares outstanding.  On April 9,
 2001, a resolution was passed to proceed with a share consolidation on a 1 to
 3.5 basis.  The share consolidation is subject to the approval of the TSE.
 The Offer is based on Big Horn's pre-consolidated total of 28,122,191 common
 shares.
     Westlinks has entered into an agreement with Eurogas, Inc., Big Horn's
 controlling shareholder, that Eurogas will tender to the Offer, its
 10,401,500 shares of Big Horn common stock on the basis of the cash offer
 detailed above.  The Offer is subject to regulatory approval and shall be made
 in accordance with all applicable securities laws, stock exchange rules, and
 corporation laws, and will be conditional on not less than 66 2/3% of the
 outstanding Big Horn common shares being tendered and not withdrawn or
 otherwise acquired by Westlinks.
     The acquisition will be immediately accretive to Westlinks' cash flow and
 earnings.  On a combined basis the revenues for the calendar year 2000 would
 have been $28,600,000, cash flow would have been $12,800,000 and net income
 after tax would have been $4,500,000.  It is anticipated that, assuming all
 shareholders other than Eurogas elect the share offer, there will be
 approximately 8,500,000 shares of Westlinks outstanding after the completion
 of the combination.  On a combined basis, the pro-forma balance sheet as of
 December 31, 2000 would show capital assets of $49,300,000 and shareholder
 equity of $31,150,000.
     Westlinks' current production is primarily oil while Big Horn's is
 balanced between oil and natural gas.  Big Horn has approximately twenty
 locations, primarily focused on natural gas, which are scheduled for drilling
 in 2001.  These prospects will complement the development plans of Westlinks.
 On a combined basis the company will be exiting the first quarter of 2001 at
 the rate of approximately 2,500 barrels of oil equivalent per day, with a 25%
 weighting to natural gas, based upon 6 to 1 conversion.
     It is anticipated that Reg Greenslade, President and CEO of Big Horn, will
 become the President and CEO of the combined company.  Peter Sekera, currently
 President and CEO of Westlinks Resources, has agreed to assist the company for
 a transition period and use his talents in the financial area.  Mr. Sekera
 stated: "This combination will be extremely beneficial to the shareholders of
 Westlinks.  We are now at a size to begin to capitalize on the many
 opportunities in the Canadian oil and gas market.  I have known Reg Greenslade
 for many years and feel very comfortable having him lead the combined
 companies.  I will continue to assist the company wherever possible."
     As part of the acquisition process, Westlinks' Board of Directors have
 elected John P. McGrain to the Board of Directors and have appointed him
 Chairman.  His primary responsibility will be to assist in the combination of
 the two companies.  They have also accepted the resignation of Lynn Thurlow,
 CFO and have received notification that neither Ted McFeely nor Peter Sekera
 will stand for re-election to Westlinks' Board.  It is anticipated that the
 slate for the combined Board will be composed of five members, of which two
 members will be from the existing Big Horn Board.
     It is anticipated that the transaction will close during the 2nd quarter
 of 2001.
 
     About Big Horn Resources Ltd. (TSE: BGH)
     Big Horn is a Calgary-based junior oil and gas company with a solid
 production base (958 boe/day of production in 2000 based on a
 6 to 1 conversion factor), a strong balance sheet (debt to cash flow ratio
 less than 1:1) and a significant inventory of prospects (currently
 20 drillable locations with additional contingent locations and over
 20 additional locations in various stages of development).
     Big Horn had revenue of $12 million in 2000, resulting in cash flow of
 $6.9 million and earnings of $2.2 million.  The Company's focus areas are West
 Central and Northwest Alberta, and Southwest Saskatchewan.  Big Horn had total
 proved and probable reserves of 3,464 mboe at December 31, 2000, based on a
 6 to 1 conversion ratio, with a distribution of 65% natural gas and 35% oil.
 Big Horn's current production is approximately 1,000 boe/day of production,
 based on a 6 to 1 conversion.
     Big Horn currently has 28,122,191 common shares outstanding.  On April 9,
 2001, a resolution was passed to proceed with a share consolidation on a
 1 to 3.5 basis.  The share consolidation is subject to the approval of the
 TSE.  The Westlinks Offer is based on Big Horn's pre-consolidation total of
 28,122,191 common shares.
 
     Statements regarding anticipated oil and gas production and other oil and
 gas operating activities, including the costs and timing of those activities,
 are "forward-looking statements".  These statements involve risks that could
 significantly impact both Westlinks, Big Horn and the combined entity.  These
 risks include, but are not limited to, adverse general economic conditions,
 operating hazards, drilling risks, inherent uncertainties in interpreting
 engineering and geologic data, competition, reduced availability of drilling
 and other well services, fluctuations in oil and gas prices and prices for
 drilling and other well services and government regulation and foreign
 political risks, as well as other risks commonly associated with the
 exploration and development of oil and gas properties.
 
                        For further information contact:
                 Mr. John P. McGrain (Westlinks) (403) 261-2686
       Mr. Reg J. Greenslade, President and CEO (Big Horn) (403) 213-2507
                Mr. Luc Chartrand, CFO (Big Horn) (403) 213-2502
 
     The Canadian Venture Exchange has not reviewed and does not accept
 responsibility for the adequacy or accuracy of this release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X97575983
 
 

SOURCE Westlinks Resources Ltd.
    CALGARY, Alberta, April 25 /PRNewswire/ -- Westlinks Resources Ltd.
 (Nasdaq:   WLKS; CDNX: WLX) announced today that it has entered into an
 agreement whereby Westlinks will make an offer (the "Offer") to acquire 100%
 of the common shares of Big Horn Resources Ltd by way of a formal "take-over
 bid".  Approval of the Offer by the Board of Directors of Big Horn is subject
 to a fairness opinion.  All dollar amounts in this release are in Canadian
 dollars.
     The Offer will be made on the basis that holders of Big Horn common shares
 shall be entitled to receive, in consideration for each pre-consolidated Big
 Horn common share, either
 
     (i)  0.1905 of a Westlinks common share (the "share offer"), or
 
     (ii) $0.22 cash and 0.74 of a Westlinks preferred share (the "cash
          offer").
 
     The Westlinks preferred shares issued as consideration under the cash
 offer shall be redeemable at any time by Westlinks at a price of $0.85 per
 share, and will be retractable by the holder at a price of $0.85 per share at
 any time following the first anniversary of issuance.  The preferred shares
 shall be non-transferable and will not be entitled to dividends.
     Big Horn currently has 28,122,191 common shares outstanding.  On April 9,
 2001, a resolution was passed to proceed with a share consolidation on a 1 to
 3.5 basis.  The share consolidation is subject to the approval of the TSE.
 The Offer is based on Big Horn's pre-consolidated total of 28,122,191 common
 shares.
     Westlinks has entered into an agreement with Eurogas, Inc., Big Horn's
 controlling shareholder, that Eurogas will tender to the Offer, its
 10,401,500 shares of Big Horn common stock on the basis of the cash offer
 detailed above.  The Offer is subject to regulatory approval and shall be made
 in accordance with all applicable securities laws, stock exchange rules, and
 corporation laws, and will be conditional on not less than 66 2/3% of the
 outstanding Big Horn common shares being tendered and not withdrawn or
 otherwise acquired by Westlinks.
     The acquisition will be immediately accretive to Westlinks' cash flow and
 earnings.  On a combined basis the revenues for the calendar year 2000 would
 have been $28,600,000, cash flow would have been $12,800,000 and net income
 after tax would have been $4,500,000.  It is anticipated that, assuming all
 shareholders other than Eurogas elect the share offer, there will be
 approximately 8,500,000 shares of Westlinks outstanding after the completion
 of the combination.  On a combined basis, the pro-forma balance sheet as of
 December 31, 2000 would show capital assets of $49,300,000 and shareholder
 equity of $31,150,000.
     Westlinks' current production is primarily oil while Big Horn's is
 balanced between oil and natural gas.  Big Horn has approximately twenty
 locations, primarily focused on natural gas, which are scheduled for drilling
 in 2001.  These prospects will complement the development plans of Westlinks.
 On a combined basis the company will be exiting the first quarter of 2001 at
 the rate of approximately 2,500 barrels of oil equivalent per day, with a 25%
 weighting to natural gas, based upon 6 to 1 conversion.
     It is anticipated that Reg Greenslade, President and CEO of Big Horn, will
 become the President and CEO of the combined company.  Peter Sekera, currently
 President and CEO of Westlinks Resources, has agreed to assist the company for
 a transition period and use his talents in the financial area.  Mr. Sekera
 stated: "This combination will be extremely beneficial to the shareholders of
 Westlinks.  We are now at a size to begin to capitalize on the many
 opportunities in the Canadian oil and gas market.  I have known Reg Greenslade
 for many years and feel very comfortable having him lead the combined
 companies.  I will continue to assist the company wherever possible."
     As part of the acquisition process, Westlinks' Board of Directors have
 elected John P. McGrain to the Board of Directors and have appointed him
 Chairman.  His primary responsibility will be to assist in the combination of
 the two companies.  They have also accepted the resignation of Lynn Thurlow,
 CFO and have received notification that neither Ted McFeely nor Peter Sekera
 will stand for re-election to Westlinks' Board.  It is anticipated that the
 slate for the combined Board will be composed of five members, of which two
 members will be from the existing Big Horn Board.
     It is anticipated that the transaction will close during the 2nd quarter
 of 2001.
 
     About Big Horn Resources Ltd. (TSE: BGH)
     Big Horn is a Calgary-based junior oil and gas company with a solid
 production base (958 boe/day of production in 2000 based on a
 6 to 1 conversion factor), a strong balance sheet (debt to cash flow ratio
 less than 1:1) and a significant inventory of prospects (currently
 20 drillable locations with additional contingent locations and over
 20 additional locations in various stages of development).
     Big Horn had revenue of $12 million in 2000, resulting in cash flow of
 $6.9 million and earnings of $2.2 million.  The Company's focus areas are West
 Central and Northwest Alberta, and Southwest Saskatchewan.  Big Horn had total
 proved and probable reserves of 3,464 mboe at December 31, 2000, based on a
 6 to 1 conversion ratio, with a distribution of 65% natural gas and 35% oil.
 Big Horn's current production is approximately 1,000 boe/day of production,
 based on a 6 to 1 conversion.
     Big Horn currently has 28,122,191 common shares outstanding.  On April 9,
 2001, a resolution was passed to proceed with a share consolidation on a
 1 to 3.5 basis.  The share consolidation is subject to the approval of the
 TSE.  The Westlinks Offer is based on Big Horn's pre-consolidation total of
 28,122,191 common shares.
 
     Statements regarding anticipated oil and gas production and other oil and
 gas operating activities, including the costs and timing of those activities,
 are "forward-looking statements".  These statements involve risks that could
 significantly impact both Westlinks, Big Horn and the combined entity.  These
 risks include, but are not limited to, adverse general economic conditions,
 operating hazards, drilling risks, inherent uncertainties in interpreting
 engineering and geologic data, competition, reduced availability of drilling
 and other well services, fluctuations in oil and gas prices and prices for
 drilling and other well services and government regulation and foreign
 political risks, as well as other risks commonly associated with the
 exploration and development of oil and gas properties.
 
                        For further information contact:
                 Mr. John P. McGrain (Westlinks) (403) 261-2686
       Mr. Reg J. Greenslade, President and CEO (Big Horn) (403) 213-2507
                Mr. Luc Chartrand, CFO (Big Horn) (403) 213-2502
 
     The Canadian Venture Exchange has not reviewed and does not accept
 responsibility for the adequacy or accuracy of this release.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X97575983
 
 SOURCE  Westlinks Resources Ltd.