E.G. Capital Inc.
NEX BOARD : EGC.H

March 21, 2005 20:17 ET

E.G. Capital Inc. (Formerly National Construction Inc.) Announces Financing


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: E.G. CAPITAL INC.

NEX BOARD SYMBOL: EGC

MARCH 21, 2005 - 20:17 ET

E.G. Capital Inc. (Formerly National Construction
Inc.) Announces Financing

BROSSARD, QUEBEC--(CCNMatthews - March 21, 2005) - E.G. CAPITAL INC.
(formerly National Construction Inc.) (the "Corporation") (TSX
VENTURE:EGC.H) announces that it intends to complete a private placement
of up to 3,500,000 units at a price of $0.10 per unit (the "Private
Placement"). Each unit (the "Units") will consist of one common share to
be issued on a "flow-through" basis under the Income Tax Act (Canada)
and one warrant, with each warrant entitling the holder thereof to
purchase one common share also to be issued on a "flow-through" basis
under the Income Tax Act (Canada) at a price of $0.10 per share for a
period of one year (the "Warrants"). Pellinore Holdings Inc., a private
company controlled by Al J. Kroontje, has agreed to subscribe for the
3,500,000 Units, subject to the completion of a due diligence review of
the Corporation, as well as certain other conditions precedent.

Upon closing of the Private Placement, anticipated to take place in the
next few weeks, the Board of Directors will be revised to consist of Al
J. Kroontje and Douglas M. Stuve, as well as Keith F. Eaman and Bradley
Griffiths, two existing directors. The officers of the Corporation will
consist of Keith F. Eaman as Chairman and interim President and William
G. Edwards as Vice-President, Finance and Chief Financial Officer.

Al Kroontje is the President of Telford Services Group Inc., a public
oil and gas services company listed on TSX Venture Exchange Inc. ("TSX
Venture") and the President and a Director of Galleria Opportunities
Inc., a public company listed on the NEX Board of TSX Venture. Mr.
Kroontje formerly held positions of Director, Chairman and President of
Tesoro Energy Corp., a public oil and gas company listed on the Toronto
Stock Exchange, during the period of June 2000 to July 2004. He also
held positions, including Director, Chairman and Interim President, of
Quarry Oil & Gas Ltd., a public oil and gas company listed on TSX
Venture, from May 1995 to July 2003. More recently, Mr. Kroontje was the
Chief Executive Officer of Pelorus Energy Corp. from May 2004 until
October 2004 and the Chairman of Pelorus Energy Corp. from August 2003
until December 2004, a public oil and gas company listed on TSX Venture.

Douglas M. Stuve is a partner with the law firm Burstall Winger LLP of
Calgary, Alberta. Mr. Stuve's principal area of practice is corporate
finance and securities law, as well as general corporate commercial law.
Mr. Stuve has served as a Director and officer of several public
companies and is currently a Director of International Technologies
Corp., Yangarra Resources Inc., Cascadia International Resources Inc.,
Engineering.com Incorporated, Multi-Glass International Corp., Kelso
Energy Inc. and Golden Odyssey Mining Inc., all public companies listed
on TSX Venture. Mr. Stuve is a past director of Tesoro Energy Corp., a
public oil and gas company listed on the Toronto Stock Exchange, and
Pelorus Energy Corp., a public oil and gas company listed on TSX
Venture. Mr. Stuve is also a past Director of Patfind Inc., the first
capital pool company offering completed on TSX Venture, as well as
Canadian Public Venture Capital I Inc., two capital pool companies that
completed their Qualifying Transactions.

The Corporation intends to use the proceeds of the Private Placement to
review and pursue oil and gas acquisitions and farm-in opportunities in
the Western Canadian Sedimentary Basin. The Corporation further intends
to attempt to unlock the value of its tax pools of approximately
$25,000,000. In connection therewith, the Corporation intends to pursue
a new management team, including a President, Chief Financial Officer,
Vice-President, Exploration and Vice-President, Land, during 2005.

After having discussions with TSX Venture with respect to the Private
Placement since January 18, 2005, the Corporation has reserved a price
of $0.10 per share for the up to 3,500,000 common shares to be issued
pursuant to the Private Placement and a price of $0.10 per share for the
up to 3,500,000 common shares to be issued upon exercise of the
Warrants. The Private Placement is subject to regulatory approval and
the Corporation is required to file a formal application with the NEX
board of the TSX Venture to maintain this price reservation.

Upon completion of the Private Placement, the Corporation also announces
it may grant options to purchase up to 1,882,000 common shares at a
price of $0.10 per share to directors and officers after completion of
the Private Placement.

(Not for dissemination in the United States of America)

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    E.G. Capital Inc.
    Keith F. Eaman
    Chairman
    (450) 444-2405 ext. 230
    or
    E.G. Capital Inc.
    Al J. Kroontje
    (403) 215-4830 ext. 225
    The TSX Venture Exchange Inc. has not reviewed and does not accept
    responsibility for the adequacy and accuracy of this release.