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TDK (1998) Flow-Through Limited Partnership Unitholder Meeting

TORONTO, May 18 /CNW/ - TDK (1998) General Partner Inc. (the "General Partner"), the general partner of TDK (1998) Flow-Through Limited Partnership ("TDK (1998)"), has called a meeting of the Limited Partners of TDK (1998) to be held on May 31, 2000 to consider the approval of one of the following two options:

1. A transaction pursuant to which the assets of TDK (1998) will be sold for their fair market value and the proceeds will be used to acquire units of a new flow-through limited partnership to be called TDK (2000) Flow-Through Limited Partnership ("TDK(2000)"). These new units of TDK (2000) would then be distributed to the Limited Partners on a pro rata basis and TDK (1998) would be dissolved. TDK(2000)'s portfolio will be managed by Deans Knight Capital Management Ltd. ("Deans Knight") and its investment objectives, strategy and restrictions would be essentially the same as TDK (1998)'s.

2. A transaction pursuant to which all of the assets of TDK (1998) (other than cash) would be transferred on a tax-deferred basis to a newly created mutual fund corporation (the "Mutual Fund") in exchange for shares of the Mutual Fund. These shares of the Mutual Fund would then be distributed to the Limited Partners on a pro rata basis and TDK (1998) would be dissolved. The Mutual Fund will be created to resemble, as closely as possible, the Marathon Resource Fund. The Mutual Fund will be managed by Deans Knight.

If neither of the foregoing options are approved and completed, the General Partner will proceed with the dissolution of TDK (1998) on or before June 30, 2000 as contemplated in the partnership agreement governing TDK (1998).

TDK (1998)'s investment objective is to achieve capital appreciation primarily through investment in a portfolio of equity or equity-linked securities of oil and gas and mining corporations based primarily in Canada. TDK (1998)'s investment advisor is Wayne Deans of Deans Knight.