Adastra Holdings — M&A Activity 1998

Jun 26, 1998

Form 27

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT

Item 1. Reporting Issuer

CONSOLIDATED GULFSIDE RESOURCES LTD.

10 - 4751 Shell Road

Richmond, B.C.

V6X 3H4

Item 2. Date of Material Change

June 24, 1998

Item 3. Press Release

June 24, 1998 - Vancouver, BC

Item 4. Summary of Material Change

For details, please refer to the attached press release issued on June 24, 1998.

Item 5. Full Description of Material Change

Please refer to attached News Releases.

Item 6. Reliance on Section 67(2) of the Act

N/A

INSTRUCTION:

N/A.

Item 7. Omitted Information

N/A.

Item 8. Senior Officers

Owen Richman, PH: (604) 273 - 1982

Item 9. Statement of Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Richmond, British Columbia this 25th day of June, 1998.

“Owen Richman”

Owen Richman

President

Consolidated Gulfside Resources Ltd.

NEWS RELEASE Contact 10 – 4751 Shell Road

Richmond, BC, Canada

V6X 3H4

June 24, 1998 Head Office: 604‑273‑1987

Fax: 604‑273-1982

VSE SYMBOL: CGL Toll Free: 800-663-0088

The Company has entered into a share purchase agreement to acquire 100% of the issued and outstanding shares of Sooner Energy Services, Inc. (“Sooner”). The consideration for the acquisition is the issuance of 2,000,000 common shares in the capital stock of the Company at a deemed price of US$0.33 per share. Sooner is an Oklahoma based company providing specialty chemical products, lubricants, commodity chemicals and weed control programs to natural gas companies located in the mid continent region of the United States of America. Sooner commenced operations in August 1996 and for its fiscal period ending January 31, 1998 had total sales revenues of US$1,403,563. The Company has received a valuation, by D.R. Payne & Associates of Oklahoma City, Oklahoma, which places a value of US$660,000 on the shares of Sooner.

50% of the shares of Sooner are indirectly owned by US Oil & Gas Resources, a Vancouver Stock Exchange listed company which has two directors in common with the Company. In addition, Owen Richman, a director of the Company, indirectly owns 8% of the shares of Sooner.

1,000,000 of the shares of the Company to be issued to the shareholders of Sooner will be held subject to a pooling agreement whereby 1/3 of those shares will be released one year from closing, 1/3 two years from closing and 1/3 three years from closing.

On completion of the acquisition, Jerry Jackson, the President of Sooner, will be appointed as a director of the Company.

The acquisition of the shares of Sooner is subject to the acceptance of the Vancouver Stock Exchange and the approval of the majority of the independent shareholders of the Company. An extra-ordinary general meeting of the shareholders of the Company has been set for July 9, 1998 to obtain this approval.

The Company also announces that Mr. Kevin Brawley was appointed as a director of the Company on June 5, 1998.

ON BEHALF OF THE BOARD

OWEN RICHMAN

PRESIDENT