Infiniti Resources International Ltd.
TSX VENTURE : IRL

Infiniti Resources International Ltd.

May 30, 2005 10:01 ET

Welton Energy Corporation and Infiniti Resources International Ltd. (TSXV: IRL) Announce Arrangement

CALGARY, ALBERTA--(CCNMatthews - May 30, 2005) - Welton Energy Corporation ("Welton") and Infiniti Resources International Ltd. (TSX VENTURE:IRL) ("Infiniti") are pleased to announce that they have entered into an agreement to effect a business combination to be led by Welton's President, Mr. Donald Engle. The transaction is to be completed by way of a Plan of Arrangement and has been unanimously approved by the Board of Directors of each company.

Terms of the Arrangement

Pursuant to the Plan of Arrangement, shareholders of Infiniti will receive one share plus one quarter warrant of Welton for each five Infiniti shares. Each full warrant gives the holder the right to acquire one Welton share at a price of $1.75 for a term of two years from closing of this transaction. Welton completed a $2.5 million financing on March 31, 2005 at a price of $1.50 per Welton share. Using this price for the Welton shares, the exchange ratio reflects a price per Infiniti share of $0.30 plus 5% of a full Welton warrant.

An information circular that will detail the Plan of Arrangement is anticipated to be mailed to shareholders of Infiniti in early June with a meeting to be held about a month following the mailing.

The Plan of Arrangement will require the approval of 66 2/3% of the votes cast by the Infiniti shareholders voting at the shareholder meeting, as well as the approval of the Court of Queen's Bench of Alberta and other regulatory agencies. Infiniti management, directors and other shareholders representing approximately 30% of the outstanding Infiniti common shares have indicated they intend to vote in favour of the Plan of Arrangement. In addition, the Board of Directors of Infiniti agreed that it will not solicit or initiate discussions or negotiations with any third party for any business combination involving Infiniti. Under defined circumstances, Infiniti has agreed to pay Welton a non-completion fee of $150,000.

Infiniti's Directors and Management Recommend the Arrangement

Infiniti's management and Directors have reviewed the proposed transaction and unanimously recommend that shareholders accept and vote in favour of the proposed Plan of Arrangement. The Board of Infiniti believes the proposed combination creates a stronger company than either of the predecessor companies and combines two attractive asset bases with a strong management team.

Mr. Mark Smith, Chairman of the board of Infiniti will join the Welton Board of Directors. "I am confident that we are creating a strong company that will have the capability to rapidly grow by aggressively developing its assets and by generating new opportunities, and so represents a very attractive equity alternative for current Infiniti shareholders," stated Mr. Smith.

Haywood Securities Inc. has advised the Board of Directors of Infiniti that it is of the opinion, subject to review of the final form of the documents effecting the Plan of Arrangement, that the consideration to be received by the Infiniti shareholders as a result of the completion of the Plan of Arrangement is fair from a financial point of view.

Welton Energy Corporation

Welton is an oil and natural gas exploration company with assets focused in Alberta and northeast British Columbia. Welton has built its production and extensive portfolio of drilling opportunities through a series of farm-ins, joint ventures and acquisitions. Welton has an active drilling program planned for the remainder of 2005 and beyond. Welton is managed by a full technical team including executives and employees who have successfully built other businesses including the Brompton Group of companies that manages over $2.4 billion of assets. Detailed biographical information is provided on Welton's website.

Infiniti has a diversified mix of exploitation and exploration opportunities, including a significant waterflood project (94.75% owned) in the Brazeau area of Alberta that will commence this summer. Additionally, Infiniti is involved in an active drilling program on its 29-section block in Ricinus, Alberta.

After giving effect to the Arrangement, Welton will have approximately 35 million shares outstanding basic and 42.6 million on a fully diluted basis. Welton will assume Infiniti's bank debt of approximately $1 million and its non-recourse participating debentures of $3.6 million as at December 31, 2004. Payments to holders of these debentures are based on a portion of the cash flow derived from the Brazeau waterflood project and no payments under these debentures are required except out of such cash flow.

Post merger, Welton will also have combined production of approximately 440 boe/d with additional production awaiting tie in. The combined company will also have about 119,300 gross acres (26,600 net) of land and a number of identified drilling prospects. The company will also have approximately $36 million in tax pools.

Mr. Don Engle of Welton comments: "I believe this is an excellent transaction for the shareholders of both companies. It combines the strong cash flow and near-term prospects contained in the Welton assets with the longer-term production and reserve opportunities of Infiniti. We expect the combined company to be extremely well positioned to deliver long-term growth in production and reserves."

Cautionary Statements

Certain information set forth in this document contains forward-looking statements. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond these parties' control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Welton's and Infiniti'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 by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Welton and Infiniti will derive therefrom. Welton and Infiniti each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A barrel of oil equivalent (boe) is derived by converting natural gas to oil in the ratio of six thousand cubic feet of natural gas to one barrel of oil equivalent. A boe conversion may be misleading, particularly if used in isolation, as it is based on an energy equivalency conversion method primarily applicable at the burner tip and may not represent a value equivalency at the wellhead.

The TSX Venture Exchange has neither approved nor disapproved the information contained herein.

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