Transeuro Energy Announces AcquisitoVANCOUVER, BRITISH COLUMBIA--(CCNMatthews - June 8, 2005) - Transeuro
Energy Corp. (the "Company" or "TSU"). Mr. Edward Farrauto, President and
CEO of Transeuro Energy Corp. (TSX VENTURE:TSU) is very pleased to
announce that the Company has entered into a Letter of Intent ("LOI")
dated May 31, 2005 to acquire of all of the issued and outstanding shares
of Mattson Holdings Ltd. ("Mattson") A British Columbia corporation, from
Mattson's shareholders (the "Shareholders"). Mattson has executed a letter
of intent with Ampac Petroleum Inc. ("Ampac") to acquire Ampac's interest
in the Beaver River Farm-out and Operating Agreement between Questerre
Beaver River Inc., a wholly owned subsidiary of Questerre Energy Corp.
(TSX:QEC), and Ampac.
Transaction Terms
Transeuro will purchase from the Shareholders, who are arm's length
parties to the Company, all of Mattson's 7,017,544 Class A common shares
and 46,167,384 Class B common shares (the "Mattson Shares") which will
represent all of Mattson's issued shares at the time a definitive
agreement is entered into with Transeuro. As consideration for the Mattson
Shares, Transeuro will issue to the Shareholders 53,184,928 common shares
(the "Transaction Shares") in the capital of Transeuro at a deemed price
of $0.57 per Transaction Share. It is expected that 46,167,384 of the
Transaction Shares, representing those Transaction Shares being issued in
exchange for the Mattson Class B common shares, will be subject to the
escrow restrictions pursuant to terms of TSX Venture Exchange (the
"Exchange") policy 5.4 and an escrow agreement to be entered into by
Transeuro, the applicable Shareholders and Transeuro's transfer agent in
the form prescribed by the Exchange. The escrowed shares will be released
in accordance with the policies of the Exchange. All of the Transaction
Shares, including the 7,017544 Transaction Shares that are not subject to
escrow, will be subject to such other resale restrictions as may be
prescribed by applicable securities laws.