<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended 3/31/97 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ________.
Commission file number 0-11378.
TRANSGLOBE ENERGY CORPORATION.
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(Exact Name of Registrant as Specified in Its Charter)
BRITISH COLUMBIA N/A.
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(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
#808 - 1111 West Hastings Street, Vancouver, British Columbia
Canada V6E 2J3 (On May 19, 1997 the Company will
relocate the Principle Executive Offices to:
Suite 1450, 505 Third Street S.W., Calgary, Alberta, Canada T2P 3E6
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(Address of Principal Executive Offices) (Zip Code)
(604) 683-2568 (after May 19, 1997 - 403-264-9888).
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(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X .
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Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. The number of
outstanding shares as of April 30, 1997 is 13,781,377 Common Shares.
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)
TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 5,430,863 $ 1,223,023
Accounts receivable 533,645 557,389
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5,964,508 1,780,412
DEPOSIT 2,286,160 --
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FIXED ASSETS
Mineral properties 1,724,458 1,979,090
Oil and gas properties - net 12,268,320 7,542,778
Furniture and equipment - net 18,927 16,986
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14,011,705 9,538,854
INVESTMENT IN IPC INTERNATIONAL POWER CORPORATION 750,000 750,000
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$ 23,012,373 $ 12,069,266
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 721,415 $ 572,255
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SHAREHOLDERS' EQUITY
Share capital 22,103,266 15,804,802
Special warrants 5,348,200 --
Share subscriptions -- 5,741
Deficit (5,160,508) (4,313,532)
22,290,958 11,497,011
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$ 23,012,373 $ 12,069,266
============= =============
</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT
SIX MONTHS ENDED MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
REVENUE
Oil and gas sales net of royalties and taxes $ 628,509 $ 429,454
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EXPENSES
Operating 115,179 101,484
General and administrative 683,641 395,037
Depletion and depreciation 419,086 395,052
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1,217,906 891,573
LOSS BEFORE UNDERNOTED (589,397) (462,119)
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OTHER INCOME (LOSS)
Interest 49,668 14,432
Foreign exchange gain (loss) 15,119 (43)
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64,787 14,389
LOSS FOR THE PERIOD (524,610) (447,730)
Deficit, beginning of period (4,635,898) (3,865,802)
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DEFICIT, END OF PERIOD $ (5,160,508) $ (4,313,532)
============ ============
</TABLE>
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TRANSGLOBE ENERGY CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
SIX MONTHS ENDED MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
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<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss for the period $ (524,610) $ (447,730)
Add (deduct):
Depletion and depreciation 419,086 395,052
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(105,524) (52,678)
Decrease (increase) in non-cash working capital 150,281 (59,098)
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44,757 (111,776)
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INVESTING ACTIVITIES
Addition to oil and gas properties (1,736,549) (519,696)
Mineral property expenditures -- (18,694)
Computer equipment additions (9,418) (9,376)
Investment in IPC International Power Corporation -- (750,000)
DEPOSIT (2,286,160) --
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(4,032,127) (1,297,766)
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FINANCING ACTIVITIES
Common shares issued 3,521,620 2,080,528
Share subscriptions -- 5,741
Special warrants 5,348,200 --
Repayment of loan payable (40,251) (100,396)
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8,829,569 1,985,873
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INCREASE IN CASH 4,842,199 576,331
Cash, beginning of period 588,664 646,692
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CASH, END OF PERIOD $ 5,430,863 $ 1,223,023
============ ============
</TABLE>
<PAGE> 5
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OF
OPERATIONS (ALL FIGURES EXPRESSED IN US DOLLARS UNLESS OTHERWISE
INDICATED)
SUMMARY
During the fiscal quarter of January 1, 1997 to March 31, 1997 TransGlobe Energy
Corporation ("TransGlobe" "or the Company") continued with management's plan to
expand into international exploration and to explore the core lands located in
the East Meridian project in Montana.
As previously reported, a farm out agreement with Clyde Expro plc and Oranje
Nassau interests in Block 32 in the Republic of Yemen was reached during January
1997. The Block 32 project is operated by Clyde and work is proceeding towards
drilling an exploratory well during May/June of 1997. The Company secured
financing for the Block 32 project through the sale of 4,400,000 Special
Warrants at $1.30 each for net proceeds of $5,348,200 after deduction of
expenses received to date.
The Company also proceeded with preparations for drilling on the East Meridian
Block `B' prospects in Richland County, Montana. A five well exploration program
was approved by partners and a rig contract with Nabors Drilling was entered
into on behalf of the partners by the operator Collins & Ware, Inc.
Mr. Juneyt Tirmandi, CA has been retained as Chief Financial Officer. Mr.
Tirmandi has in excess of 20 years of diverse experience in financial
management, primarily in the oil and natural gas industry.
Madera Gas Field, Lea County, New Mexico
The Company continued to produce the Madera gas field during the fiscal quarter,
generating a net revenue of $303,936.63 for the period. The gas production
averaged a net 941 Mcfd and 32 barrels of condensate per day during this period
as compared to 1017 Mcfd and 32 barrels of condensate per day for the previous
quarter. Production was reduced when the 30-1 well was shut in for several days
during March. High pressures on the sales lines caused the well production to be
automatically shut down. The Company is investigating methods of preventing the
shutdowns in the future. A workover consisting of replacing the production
tubing and an acid stimulation was carried out on the 25-1 well in an attempt to
re-establish production from the Atoka limestone. The well is now producing
intermittently from the Atoka limestone.
East Grieve Prospect, Natrona County, Wyoming
There has been no activity on the East Grieve wells during the last fiscal
quarter due to Bureau of Land Management winter access restrictions. The Company
intends to test the 3-32 well during the second quarter of 1997, pending the
lifting of winter access restrictions.
East Meridian Block `B', Richland County, Montana
The 1997 drilling program on the Block `B' prospects was increased to 5 wells
and a drilling contract with Nabors Drilling was entered into on behalf of the
partners by the Operator Collins & Ware, Inc. The first well commenced drilling
during March and reached total depth on April 30th. The well drill stem tested
significant quantities of light oil from the Dawson Bay, the Interlake and the
Red River `C' formations. Management considers these preliminary results to
justify further activity for this project.
Management is also encouraged by the number of prospects identified with the
1996 seismic acquisition over Block `B' and has committed the Company to the
second phase of 3-D seismic on the Block `A' area to the west of Block `B'. The
Block "A" seismic survey work started in April and is expected to be completed
by August, 1997.
<PAGE> 6
Block 32, Yemen
As previously reported, a farm out agreement with Clyde Expro plc and Oranje
Nassau interests in Block 32 in the Republic of Yemen was reached during January
1997. The Company has the right to earn a 26.5% interest in Block 32 in return
for funding 53% of the costs of drilling, completing or abandoning three wells
during the next eighteen months and 26.5% of certain administrative costs. The
project is operated by Clyde and work is proceeding towards drilling the first
exploratory well during May/June of 1997.
The Company is continuing with negotiations with the Ministry of Oil and Mineral
Resources for a Production Sharing Agreement on an open Exploration Block (Block
S-1) in the Republic of Yemen. There have been no new developments in the
negotiations during the last fiscal quarter.
IPC - International Power Corporation
The Company sold the 750,000 shares of IPC - International Power Corporation on
April 16, 1997. The shares were acquired during January 1996 at a cost of $1.00
per share and were sold at $1.35 per share. The proceeds of $1,012,500 will be
used as working capital.
Analysis of Financial Condition
Liquidity and Cash Resources
On March 26, 1997 the Company issued 4,400,000 special warrants at $1.30 per
special warrant. The offering was conducted outside the United States pursuant
to Rule 903(c)(3) of SEC Regulation S, and inside the United States pursuant to
SEC Rule 506. Each warrant will entitle the holder to acquire one common share
on the earlier of (a) ten days following the date upon which a receipt for the
final prospectus is issued qualifying the issuance of the shares under
applicable Canadian laws or (b) the first anniversary of the closing date (March
26, 1998), for no additional consideration. Any special warrants not exercised
prior to such date will be deemed to be exercised without any further action on
the part of the holder. If a receipt for the final prospectus is not obtained on
or before June 26, 1997, then each warrant will entitle the holder to acquire
1.1 common shares, for no additional consideration. The net proceeds of
$5,348,200 received by the Company from the issuance of the special warrants
(after deduction of the Agents' fee and the $210,000 estimated expenses) will be
used to conduct exploratory drilling of the Sabieh-1 well on Block 32 in the
Republic of Yemen and, contingent on the results of Sabieh-1 and the raising of
additional capital, as a reserve for two additional wells on Block 32.
During the period the Company purchased two irrevocable letters of credit
totaling $2,279,000 representing a general and continuing collateral security
for the Company's commitments in Block 32, Yemen. The capital expenditures for
the six month period were $1,736,549 which related primarily to the lease
acquisition costs in Block A, the East Meridian prospect, Montana, recompletion
of the `1-29' well in the East Grieve prospect. Wyoming as well as carry over
charges from the drilling of the `3-32' in the same prospect. At March 31, 1997
the Company had $5,430,863 in cash resources and $2,279,000 in a bank deposit
which is pledged as security against two letters of credit in an equal amount.
The Company had no long term debt as of March 31, 1997.
Operating Results
The revenues from the Madera field and South Evetts field production increased
to $628,509 for the October 1, 1996 to March 31, 1997 six month period as
compared to $429,454 for the same period in 1996. Higher product prices resulted
in increased revenue despite a normal production decline. The average product
prices were $3.10 per mcf for natural gas and $23.30 for condensates and oil as
compared to $1.85 per mcf for natural gas and $19.81 for condensates and oil in
1996.
General and administrative costs, operating expenses and depletion and
depreciation expenses increased from $891,573 in 1996 to $1,217,906 in 1997. The
increase is mainly attributable to higher professional fees pertaining to the
Company's financing activities and other legal matters which are non-recurring
in nature and increased travel expenses in conjunction with the Company's
activities in Yemen. The increased expenses were partially offset by an increase
in interest earned of $49,668 and a foreign exchange gain of $15,119 as compared
to interest earned of $14,432 and a foreign exchange loss of $43 for the
corresponding period in 1996.
PART II
OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
On Friday, March 21, 1997, the Company and Mr. Richard Coglon, the Company's
former Director, President and Chief Executive Officer, agreed to settle all
outstanding disputes between them, and agreed that the court action commenced by
Mr. Coglon against TransGlobe is to be dismissed immediately without costs to
either party.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Annual General Meeting of the Company was held on March 21, 1997.
The following directors were elected at the Annual General Meeting;
Dr. George H. Laycraft
Mr. Ross G. Clarkson
Mr. Erwin L. Noyes
Mr. John Lucken
Mr. Robert A. Halpin
Mr. Nicholas Kuich
The following additional matters were voted on at the Annual General Meeting;
<TABLE>
<CAPTION>
For Against Withhold Abstain Not Voted
<S> <C> <C> <C> <C> <C>
To increase the number of 8,772,863 106,584
directors to six
To appoint KPMG as auditors of 8,836,942 40,045 2,460
the Company
To authorize the directors to fix 8,813,427 66,020
the auditors' remuneration
To ratify the grant of incentive 7,848,326 379,624 651,497
stock options to insiders of the Company
</TABLE>
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ITEM 5. OTHER INFORMATION
The Company is not a party to any material legal proceedings and none are known
to be contemplated, except as follows. On April 16, 1997, the Company received
letters from US lawyers for two Company shareholders, asking that the Company
make claims against Dr. George Laycraft and Erwin Noyes, directors of the
Company, to recoup "short swing profits" under the provisions of Section 16(b)
of the Securities Exchange Act of 1934. Under that statute, a registrant
(such as the Company) is entitled to receive any profit made by its executive
officers, directors and shareholders holding in excess of 10% of the
outstanding Common Shares as the result of their purchases and sales, or sales
and purchases, of the Company's shares occurring within any six month period.
The "short swing profit rule" of Section 16(b) is generally inapplicable to the
securities of non-US companies, and it was only in 1996 that current management
became aware that the Company would be considered by US law to be a US domestic
company, and not a foreign company, for purposes of the US federal securities
laws. This discovery was reported to the US Securities and Exchange Commission
in December 1996 and in subsequent filings.
Section 16(b)'s application is subject to a number of exceptions, and the
Company is in the process of evaluating whether and to what extent it may have
claims under that Section.
There is no counterpart to Section 16(b) under Canadian law, and the Company is
satisfied that any failure of its current directors and officers to observe
that Section's requirements was wholly inadvertent.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits.
1 Share Purchase Offer by SNC Lavalin Equity (BC) Inc. regarding the
Company's IPC International Power Corporation shares.
<PAGE> 9
(b) Form 8K Filings
A Form 8K was filed on February 19, 1997. The item reported was the approval by
the Vancouver Stock Exchange of the registrant's entering into an agreement for
the sale of three hundred thousand (300,000) shares of its common stock to a
European institutional investor, at a price of $1.00 per share. No underwriter
was involved.
A Form 8K was filed on March 18, 1997. The items reported were; the sale of the
IPC International Power Corp. shares to SNC Lavalin, (see attached exhibit); a
correction to the Company's Form 10-KSB/A-2; and the signing of a commitment
letter with a group of Canadian investment firms to raise $5.72 million, using
their reasonable best efforts, subject to the execution of an agency agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TransGlobe Energy Corporation
(R.G. Clarkson, President and CEO)
Date: May 15, 1997
<PAGE> 1
No securities commission or similar authority in Canada or the United States
has in any way passed upon the merits of this Share Purchase offer and any
representation to the contrary is an offence.
Date: March 14, 1997
SHARE PURCHASE OFFER
TO: The Holders of Class "A" voting shares without par value of IPC
International Power Corp. ("IPC")
1. The Offer
SNC-Lavalin Equity (B.C.), Inc. (the "Offeror"), a company incorporated
under the laws of the province of British Columbia, hereby offers to purchase,
on the terms and conditions set forth below, from the holders thereof all of
the issued and outstanding fully paid and non-assessable Class "A" voting
shares without par value in the capital of IPC (the "Shares") at a price per
Share of U.S. $1.35 (the "Offer").
2. Definitions
In this Offer:
(a) "Closing" means the completion of the purchase of Shares in the
event that the Offeror becomes bound or elects to take up and pay
for the Shares deposited and not withdrawn under the Offer;
(b) "Closing Date" means April 16, 1997;
(c) "Closing Time" means 2:00 p.m., Vancouver time, on the Closing Date;
(d) "Depositary" means Clark, Wilson, Barristers and Solicitors, 800 -
885 West Georgia Street, Vancouver, British Columbia, V6C 3H1;
(e) "Offer Period" means the period commencing March 14, 1997, and
ending at 4:00 p.m. Vancouver time on the Termination Date;
(f) "Termination Date" means April 13, 1997; and
(g) "$" or any reference herein to any dollar amount shall mean U.S.
dollars, unless otherwise specified.
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3. Manner and Time of Acceptance
The Offer may be accepted by a holder of Shares (a "Shareholder") only by
delivering the following documents during the Offer Period to the Depositary at
the address set out in the Letter of Acceptance and Transmittal accompanying
this Offer:
(a) share certificates representing all, but not less than all, of the
Shares owned by such holder; and
(b) a Letter of Acceptance and Transmittal in the form accompanying this
Offer, duly completed and signed with signatures notarized in
accordance with the instructions thereto.
Enclosed for this purpose is a self-addressed return envelope.
The Letter of Acceptance and Transmittal must be completed and executed
and the execution thereof notarized, all as therein specified. The Offeror
reserves the right to permit the holder of Shares to accept the Offer in a
manner other than as set out above.
Any use of the mails to forward the Share certificates and Letter of
Acceptance and Transmittal will be at the risk of the Shareholder. If the
Share certificates and Letter of Acceptance and Transmittal are forwarded by
mail, Shareholders are advised to use registered mail for their own protection.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptability of any Shares tendered will be determined by the
Offeror, whose determination will be final and binding. The Offeror reserves
the absolute right to reject any and all tenders of Shares not in proper form
or the payment for which would, in the opinion of the Offeror's counsel, be
unlawful, or to waive any of the conditions of the Offer as herein set forth or
any defect or irregularity in the tender of any Shares, and the Offeror's
interpretation of the terms and conditions of the Offer will be final and
binding. Neither the Offeror nor the Depositary will be under any duty to give
notification of any defects or irregularities in tenders or will incur any
liability for failure to give such notification.
The acceptance of the Offer pursuant to any of the procedures herein set
forth will constitute an agreement between the tendering Shareholder and the
Offeror in accordance with the terms and subject to the conditions of the
Offer.
4. Assumptions
In making this Offer, the Offeror has assumed that IPC's assets will
include, as at the Closing Date, a cash balance, net of all liabilities of not
less than Four Hundred and Fifty Thousand ($450,000.00) U.S. Dollars, that IPC
is the registered and beneficial owner of all of the issued and outstanding
shares in the capital of IPC Transpower Corporation, free and clear of all
liens, charges and encumbrances whatsoever, that IPC Transpower Corporation is
the
<PAGE> 3
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registered and beneficial owner of all of the issued and outstanding shares
in the capital of SEP Holdings Ltd., free and clear of all liens, charges and
encumbrances whatsoever, and that SEP Holdings Ltd. is the registered owner of
7,630,121 freely trading shares in the capital of Southern Electric Power
Company Limited which it holds in trust for B.C. Hydro International Transpower
Corp.
5. Conditions of Offer
The Offeror will have the right to withdraw the Offer and not take up and
pay for the Shares by giving written notice to that effect to the Depositary,
if, on or before the expiry of the Offer Period, or such later date as the
Offeror may determine:
(a) the aggregate of the Shares duly deposited and not withdrawn will
equal less than nine-tenths of the issued Shares as at the
Termination Date;
(b) the Offeror shall determine that the results of its review of the
assets, business and future prospects of IPC are not satisfactory to
the Offeror, in its sole and absolute discretion;
(c) the terms of an agreement which IPC will enter into with British
Columbia Hydro International Limited on the Closing Date in respect
of their ongoing relationship has not been approved by the Offeror;
(d) the Offer has not been approved by the board of
directors of SNC-Lavalin Group Inc.; or
(e) the transfer of all of the Shares acquired by the Offeror pursuant
to the Offer has not been approved by the board of directors of IPC.
The foregoing conditions are inserted for the benefit of the Offeror and
may be waived by the Offeror at its sole option in whole or in part.
If the Offer of the Offeror is withdrawn, the Depositary will return all
Share certificates and Letters of Acceptance and Transmittal to the parties who
deposited them.
6. Shareholders' Right of Withdrawal
EXCEPT AS PROVIDED IN THIS SECTION, ALL DEPOSITS OF SHARES PURSUANT TO THE
OFFER ARE IRREVOCABLE.
Shares deposited in acceptance of the Offer may be withdrawn by the person
who deposited such Shares:
<PAGE> 4
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(a) within ten days of delivery of a notice of change to the terms of
the Offer (other than a change consisting of the waiver of a
condition or an increase in the consideration offered for the
Shares; and
(b) where the Shares have not been taken up and paid for by the Offeror
by the Closing Date.
In the event of a variation in the Offer resulting from an increase in the
Offer price, such increased price will be paid to each holder whose Shares are
acquired by the Offeror whether before or after such variation.
Notice of withdrawal of the Shares deposited must be in writing by the
depositing Shareholder thereof or his agent, must be actually received by the
Depositary prior to payment being made pursuant to section hereof, must be
signed by the person who deposited the Shares and must specify such person's
name, the number of Shares to be withdrawn and the name of the registered holder
of and the certificate number shown on each certificate evidencing the Shares to
be withdrawn.
7. Payment for Securities Taken Up
If the Offeror becomes bound or elects to take up and pay for the Shares
deposited and not withdrawn under the Offer, the Offeror will, on the Closing
Date, take up and pay for such Shares by cash, certified cheque or bank draft
for the full price specified in Section hereof. In the event that this Offer
is kept open after that date, Shares duly deposited thereafter will be taken up
and paid for within a reasonable time after being duly deposited.
Provided the Offeror has become bound or has elected to take up and pay
for the Shares deposited, if at the expiry of the Offer, the Offeror acquires
not less than nine-tenths of the issued Shares (other than shares, if any,
already held at date of the Offer by the Offeror or a nominee for the Offeror
or its affiliate), the Offeror may elect to acquire the remaining Shares in
accordance with the provisions of Section 279 of the Company Act (British
Columbia).
If a Shareholder is not a resident of Canada within the meaning of Section
116 of the Income Tax Act (Canada), the Offeror will have the right to hold
back from the purchase price that would otherwise have been payable to such
Shareholder such amount as the Offeror's solicitors determine to be the maximum
amount that the Offeror may be liable to pay to Revenue Canada in connection
with such Shareholder's non-resident disposition of the Shares to the Offeror.
8. Notice
Any notice which the Offeror or the Depositary may provide, give or cause
to be given under the Offer will be deemed to have been properly given if it is
mailed to the registered Shareholders of IPC at their respective addresses
appearing in the registers of IPC and will be deemed to have been received on
the third business day following mailing. These provisions
<PAGE> 5
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apply notwithstanding any accidental omission to provide or give notice to any
one or more Shareholders and notwithstanding interruption of mail service in
the United States, Canada or elsewhere following mailing.
9. Governing Law
The Offer and any agreement resulting from the acceptance of the Offer
will be governed by and construed in accordance with the laws of British
Columbia.
SNC-LAVALIN EQUITY (B.C.), INC.
Per:
/s/ R. Dolan
_________________________________
Authorized Signatory
<PAGE> 6
LETTER OF ACCEPTANCE AND TRANSMITTAL
Certificates representing Class "A" voting shares (the "Shares") in the capital
of IPC International Power Corp. (the "Corporation") being deposited pursuant
to the offer (the "Offer") by SNC-Lavalin Equity (B.C.), Inc. dated March 14,
1997 must accompany this Letter of Acceptance and Transmittal.
The Offer will expire at 4:00 p.m., Vancouver time, on April 13, 1997, unless
extended.
TO: SNC-Lavalin Equity (B.C.), Inc. (the "Purchaser")
AND TO: Clark, Wilson, barristers and solicitors, as Depositary (the
"Depositary") at its offices as set out in the accompanying
Instructions.
The undersigned shareholder:
1. Acknowledges receipt of the Offer annexed hereto;
2. Subject only to the rights of withdrawal set out in the Offer, irrevocably
accepts the terms of the Offer and deposits, sells, assigns and transfers to
the Purchaser all right, title and interest in the number of Shares described
below including all right, title and interest to any cash or stock dividends,
or any other distribution made with respect thereto payable to shareholders of
record on a date prior to the date when the Shares acquired pursuant to the
Offer are transferred into the name of the Purchaser or its nominee on the
stock transfer records of the Corporation:
SHARES OF IPC INTERNATIONAL POWER CORP.
<TABLE>
<CAPTION>
Certificate
Number(s) Name(s) in which Registered Number of Shares
- ----------- --------------------------- ----------------
<S> <C> <C>
49A Dusty Mac Oil & Gax Ltd. 750,000
</TABLE>
3. Represents and warrants that:
(a) the undersigned has full power and authority to tender and sell to
the Purchaser without restriction the deposited Shares and other than
that the Purchaser will acquire good and unencumbered title thereto
free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim;
(b) the deposited Shares are validly issued to the undersigned and are
outstanding as fully paid and non-assessable in the capital of the
Corporation;
(i) the need for written approval of the Corporation to any transfer
of the Shares pursuant to the subscription agreement between the
Corporation and the undersigned; and
(ii) the restriction on transfer contained in the Corporation's
articles
<PAGE> 7
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(c) the deposited Shares represent all of the Shares of the Corporation
of which the undersigned is the registered or beneficial owner and
the undersigned has no option or right to require the Corporation to
issue any further or other shares in its capital or any other
security convertible or exchangeable into shares in its capital; and
(d) unless the address for the undersigned specified below indicates
otherwise, the undersigned is a resident of Canada within the
meaning of section 116 of the Income Tax Act (Canada).
4. Will execute, upon request, any additional documents necessary or
desirable to complete such sale and transfer of the deposited Shares;
5. Irrevocably constitutes and appoints the Depositary the undersigned's
attorney-in-fact with respect to the deposited Shares with full power of
substitution, to deliver the deposited Shares together with all accompanying
evidences of authority to or upon the order of the Purchaser upon receipt by
the Depositary of the full purchase price payable in consideration therefor and
to cause the deposited Shares to be transferred on the books of the
Corporation; and
6. Directs the Depositary and/or the Purchaser to issue or cause to be
issued a cheque of the Depositary representing the full amount of the cash
purchase price to which the undersigned is entitled under the Offer,
registered and issued in the name and mailed to the address of the undersigned
appearing in the register of holders of Shares, or in the name and to the
address indicated by the undersigned below:
TransGlobe Energy Corporation (prev. Dusty Mac Oil & Gas Ltd.)
___________________________________________________________________________
(Name - Please Print)
#808-1111 West Hastings St. Vancouver, BC V6E 3R2
___________________________________________________________________________
(Address)
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and all obligations of the undersigned
herein shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
Executed before me at Vancouver, BC )
this 19th day of March ____, 1997. )
)
/s/ Tracey Gibb ) /s/ Ross Clarkson
- ------------------------------------ ) ------------------------------------
) Signature of Duly Authorized
A Notary Public for British Columbia ) Representative of Shareholder
) President - TransGlobe Energy
) Corporation
)
) See above
) ------------------------------------
) (Name and address of Shareholder --
) please print)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT FOR THE SIX MONTHS ENDED MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) 10-QSB FORM
FOR QUARTER ENDED MARCH 31, 1997
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 5,430,863
<SECURITIES> 0
<RECEIVABLES> 533,645
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,964,508
<PP&E> 14,011,705
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,012,373
<CURRENT-LIABILITIES> 721,415
<BONDS> 0
<COMMON> 22,103,266
0
0
<OTHER-SE> 187,692
<TOTAL-LIABILITY-AND-EQUITY> 23,012,373
<SALES> 628,509
<TOTAL-REVENUES> 628,509
<CGS> 115,179
<TOTAL-COSTS> 115,179
<OTHER-EXPENSES> 1,102,727
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (524,610)
<INCOME-TAX> 0
<INCOME-CONTINUING> (589,397)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (524,610)
<EPS-PRIMARY> $(0.04)
<EPS-DILUTED> $(0.04)
</TABLE>
