Tom Brown to Acquire Stellarton Energy

On December 21, 2000, Tom Brown, Inc. (Tom Brown) mailed a C$5 per share cash takeover offer for Stellarton Energy Corp. (Stellarton). The offer expires on January 11th and is conditional upon at least 662/3 per cent of its common shares, on a diluted basis, being tendered. The terms of the offer follow the agreement entered between the parties, as announced on December 13, 2000. The aggregate value of the Offer, including assumed indebtedness of Stellarton, is approximately C$143.5 million.

Stellarton is an Alberta-based oil and gas exploration company with high quality, predominantly natural gas reserves in West Central and South Central Alberta. Stellarton also has significant undeveloped land in two of the most active and prospective areas in Canada. Tom Brown, based in Denver, Colorado, is an independent energy company engaged in the exploration for, and the acquisition, development, production, and marketing of, natural gas, crude oil and natural gas liquids in North America. The acquisition of Stellarton establishes a significant core area in Western Canada for Tom Brown.

Jay Park and Kent Kufeldt of Macleod Dixon LLP are lead Canadian counsel to Tom Brown, Inc., with assistance from Tim Richardson on securities matters. Bennett Jones LLP act for Stellarton with a team headed by Vance Milligan and comprised of Darcy Moch (tax law matters), Darrell Peterson and Joanne Rowe (securities law matters) and Don Greenfield and Ashley Evans (Investment Canada Act matters).


J. Jay Park Darcy D. Moch Tim J. Richardson Kent D. Kufeldt S. Ashley Evans Donald E. Greenfield Darrell R. Peterson