Avenir Diversified Income Trust

Avenir Diversified Income Trust
Val Vista Energy Ltd.

Val Vista Energy Ltd.

March 28, 2005 17:27 ET

Avenir Diversified Income Trust Announces Successful Acquisition of Val Vista Energy Ltd.


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: AVENIR DIVERSIFIED INCOME TRUST

TSX SYMBOL: AVF.UN

AND VAL VISTA ENERGY LTD.

TSX VENTURE SYMBOL: VVR

MARCH 28, 2005 - 17:27 ET

Avenir Diversified Income Trust Announces Successful
Acquisition of Val Vista Energy Ltd.

CALGARY, ALBERTA--(CCNMatthews - March 28, 2005) -

Not for Distribution to U.S. Newswire Services or for Dissemination in
the United States

Avenir Diversified Income Trust (TSX:AVF.UN) ("Trust") and Val Vista
Energy Ltd. (TSX VENTURE:VVR) ("Val Vista") are pleased to jointly
announce that approximately 15,664,269 million common shares ("Val Vista
Shares") of Val Vista, representing approximately 91.38% of the issued
and outstanding Val Vista Shares, on a fully diluted basis, have been
tendered to the offer dated February 15, 2005 (the "Offer"), made
through Avenir Operating Corp. ("Avenir"), to purchase all of the issued
and outstanding Val Vista Shares. Avenir is proceeding to take up and
pay for all of the Val Vista Shares deposited under the Offer. Avenir is
also proceeding to acquire all of the remaining outstanding Val Vista
Shares pursuant to the compulsory acquisition provisions of the Business
Corporations Act (Alberta). The notice of compulsory acquisition will be
mailed upon Avenir taking up and paying for the Val Vista Shares
tendered under the Offer, which is expected to occur on Tuesday, March
29, 2005. The Val Vista Shares will be de-listed from the TSXV upon the
completion of the compulsory acquisition of Val Vista Shares not
tendered under the Offer.

The total value of the Offer for Val Vista is approximately $29.6
million, including the assumption of $6.2 million in net debt and
assuming proceeds from the exercise of outstanding options and costs of
the offer.

The transaction adds approximately 700 boe per day (80% natural gas and
20% light oil), with an additional 50 to 80 boe per day to be placed on
stream after break-up, to Avenir's Southern and Central Alberta core
areas. Reserves are estimated to be 1.7 million boe on a proved plus
probable basis. In addition, Avenir has identified numerous low risk
development opportunities which should add approximately 250 to 300 boe
per day in the medium term and should provide additional growth through
farm-out opportunities. The acquisition equates to production and
reserve valuations of approximately $35,000 per producing boe and $16.00
per proved plus probable reserves, after deducting $2.4 million in
undeveloped land and seismic value.

Following the acquisition, Avenir's oil and gas production will be an
estimated 3,600 boe per day. The transaction is accretive to Avenir
Trust's cashflow and its oil and gas production base.

The Trust is also pleased to announce the addition of two key
individuals in the Trust's energy business unit. Mr. Grant Leslie P.
Eng. joins the Trust as Vice President Operations for the Energy
business unit. Mr Leslie has over 10 years of experience in the oil and
gas industry, most recently as Vice President of the British Columbia
business unit for a large U.S. based energy corporation, with extensive
experience in all facets of oil and gas operations. Ms. Debbie Carter
joins the Trust as Controller of the Energy business unit. Ms Carter has
20 years of experience in oil and gas accounting, most recently as
Manager, Accounting for a Calgary based energy income trust.

Avenir Trust is a diversified royalty and business trust which combines
the cashflow streams from the three business segments of Energy,
Financial Services and Real Estate.

Val Vista is a Calgary based company engaged in the exploration for, and
the development, production and acquisition of, natural gas and
petroleum interests primarily in central and southern Alberta.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
securities offered have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or sold in the
United States except in certain transactions exempt from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.

Forward Looking Statements

Certain information regarding Avenir Trust set forth in this document,
including management's assessment of the Trust's future plans and
operations contains forward looking statements that involve substantial
known and unknown risks and uncertainties. These forward looking
statements are subject to numerous risks and uncertainties, some of
which are beyond the Trust's and management's control, including but not
limited to, the impact of general economic conditions, industry
conditions, fluctuation of commodity prices, fluctuation of foreign
exchange rates, imperfection of reserve estimates, environmental risks,
industry competition, availability of qualified personnel and
management, stock market volatility, timely and cost effective access to
sufficient capital from internal and external sources. The Trust's
actual results, performance or achievement could differ materially from
those expressed in or implied by, these forward looking statements and
accordingly, no assurance can be given that any of the events
anticipated to occur or transpire from the forward looking statements
will provide what, if any benefits to the Trust.

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Avenir Diversified Income Trust
    William Gallacher
    Chief Executive Officer
    (403) 237-9949
    or
    Avenir Diversified Income Trust
    Gary Dundas
    Chief Financial Officer
    (403) 237-9949
    (403) 237-0903 (FAX)
    or
    Avenir Diversified Income Trust
    Suite 300, 808 - 1st Street S.W.
    Calgary, Alberta
    T2P 1M9
    or
    Val Vista Energy Ltd.
    Greg R. Davidson
    President and Chief Executive Officer
    (403) 264-9990
    or
    Val Vista Energy Ltd.
    Lawrence F. Walter
    Chief Financial Officer
    (403) 264-9990
    (403) 264-3888 (FAX)
    or
    Val Vista Energy Ltd.
    Suite 950, 330 - 5th Avenue SW
    Calgary, Alberta
    T2P 0L4
    The Toronto Stock Exchange and the TSX Venture Exchange have not
    reviewed and do not accept responsibility for the adequacy or accuracy
    of this release.