Seems while i was away fishing - some light was shed on what was happening with W R MacNeil and Tom MacNeil s coal dispositions which surround GXS discovery and also are bordering WGF 's coal dispositions in places.

Westcore Energy to acquire Prairie coal permits as QT

2008-08-21 18:37 ET - News Release

Mr. Paul Conroy reports

WESTCORE ANNOUNCES COAL PERMIT ACQUISITIONS AS QUALIFYING TRANSACTION

Westcore Energy Ltd. has entered into a binding letter agreement dated Aug. 20, 2008, with several private parties regarding the acquisition of all rights, title and interests held by such parties in certain Saskatchewan coal permits and certain Crown coal rights in the province of Manitoba that are expected shortly to be granted to such persons. The assets are adjacent to the claim block hosting the coal discovery previously announced by Goldsource Mines Inc. and are further described below. The acquisition of the assets will be Westcore's qualifying transaction pursuant to the policies of the TSX Venture Exchange. The vendors of the assets are Ken MacNeill, BEC International Corp., Lakeco Holdings Ltd., and T&N Holding Inc. William MacNeill is the principal shareholder of BEC and Lakeco, and Tom MacNeill is the principal shareholder of T&N. Each of the foregoing individuals is a resident of Saskatoon, Sask.

Pursuant to the agreement, as consideration for the acquisition of the assets, Westcore has agreed to issue a total of eight million common shares in the capital of Westcore to the vendors at an ascribed price of 30 cents per share and to grant the Vendors a gross overriding royalty of $2 per tonne of coal produced from the assets (with no deductions). In addition, upon closing of the qualifying transaction, Westcore will replace a letter of credit presently posted by the vendors with Manitoba Industry, Economic Development and Mines in connection with the Manitoba portion of the assets, and will make additional payments of approximately $194,000, which represents certain payments made by the vendors in connection with the acquisition and preliminary assessment of the assets.

As Westcore currently has a total of 9.5 million common shares issued and outstanding, together with 200,000 stock options and 125,000 agent's options (issued in connection with its initial public offering), it is expected that upon closing of the qualifying transaction, the outstanding share capital of Westcore will consist of 17.5 million common shares, 200,000 stock options and 125,000 agent's options. Westcore does not presently anticipate completing any further financings concurrent with the closing of the qualifying transaction, as it anticipates having sufficient capital to complete the first phase of its expected exploration plan (which is described further below). Westcore's cash on hand as at the date hereof is approximately $1.25-million.

As Tom MacNeill and William MacNeill each hold, directly or indirectly, greater than 10 per cent of the issued and outstanding securities of the corporation, the qualifying transaction will be a related party transaction. Accordingly, a valuation will need to be completed in connection with the qualifying transaction and the qualifying transaction will be subject to approval by a majority of the minority of the shareholders of the corporation. Upon completion of the qualifying transaction, it is anticipated that Tom MacNeill and William MacNeill will hold, directly and indirectly, approximately 8.0 per cent and 5.7 per cent, respectively, of the issued and outstanding common shares of the corporation. Westcore intends to apply to the exchange for a waiver from the requirement to retain a sponsor in connection with the qualifying transaction, but there is no assurance that such a waiver will be granted.

An information circular in respect of the proposed qualifying transaction will be prepared and filed in accordance with TSX Venture Exchange Policy 2.4 on SEDAR and mailed to shareholders in advance of a meeting thereof that will be held for the purposes of approving the qualifying transaction on a majority of the minority basis. A press release will be issued once the information circular has been filed as required pursuant to the exchange policies.

Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to:

• The satisfaction of the minimum listing requirements of the exchange;
• Exchange approval of the qualifying transaction;
• A satisfactory due diligence review by Westcore;
• Receipt of permits in respect of the Manitoba portion of the assets;
• Receipt of a report completed in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects (NI 43-101);
• Receipt of a satisfactory valuation;
• Completion or waiver of sponsorship;
• The entering into of a definitive purchase and sale agreement;
• The approval of the board of directors of Westcore;
• The approval of a majority of the minority of the shareholders of the corporation.

The common shares of the corporation will remain halted pending receipt by the exchange of certain required materials from the corporation. The corporation will issue a further news release upon finalization and filing of the aforementioned report pursuant to NI 43-101.

The assets

The assets are located in the provinces of Saskatchewan and Manitoba, north and east of the town of Hudson Bay, Sask., and immediately adjacent to the north, south and east sides of the claim block hosting the coal discovery previously announced by Goldsource Mines. Permits have been granted in respect of the coal leases that comprise the Saskatchewan portion of the assets and the vendors have applied for the grant of Crown coal rights in respect of the Manitoba portion of the assets. The grant of such rights is pending. The vendors have advised that they are not aware of any circumstances that would prevent the grant of such rights. To the best of the vendors' and Westcore's knowledge, there has been no mining activity to date on the properties that comprise the assets. The only expenditures incurred by the vendors to date consist of the fees paid to Saskatchewan Industry and Resources in respect of the Saskatachewan permits (approximately $94,000) and roughly $36,000 in connection with certain airborne geophysical operations. Approximately $64,000 is expected to be incurred in connection with additional geophysical surveys, photo geological studies and other related analysis. The vendors have also posted a letter of credit in the amount of $486,000 with Manitoba Industry, Economic Development and Mines in connection with the Manitoba portion of the assets. Pursuant to the agreement, the corporation will assume this letter of credit upon closing of the qualifying transaction. It is expected that further expenditures will be incurred in respect of the assets prior to closing of the qualifying transaction.

The Saskatchewan permits allow the holder thereof to explore the area for coal and cover a period of one year with two possible six-month extensions and convertible to a 15-year lease. Total acreage of the lands comprising the assets is approximately 200,835 acres (81,277 hectares).

The vendors have engaged MineTech International Ltd. for the purposes of completing a report in accordance with NI 43-101. That report will include a proposed budget for the exploration and development of the assets. Based on the vendor's preliminary assessments of the assets and their discussions with MineTech, it is anticipated that the first exploration phase will consist of geophysical surveying, airborne geophysics, permitting, photo geological studies, environmental studies and related fees, and expenses and that the budget for completion of this phase will be approximately $300,000. It is expected that the corporation will be able to cover the costs of this program with its existing resources, but should the phase one budget be greater than this amount, the corporation may need to obtain further financing.

Proposed management

Westcore's current management will continue as officers and directors of the corporation upon completion of the qualifying transaction. Accordingly, the directors of the corporation upon closing of the qualifying transaction will be Paul Conroy, Derek Batorowski and Raymond Hodgkinson. Mr. Conroy will continue to serve as president and chief executive officer, and Mr. Batorowski will serve as chief financial officer and corporate secretary. Westcore will add at least one additional independent director prior to closing the qualifying transaction. Candidates for such appointment are presently being considered and once determined an announcement will be made to such effect and that individual will be nominated for election upon closing. The following are brief descriptions of the current directors and officers that will, collectively, continue to bear management responsibility for the corporation upon completion of the qualifying transaction: