SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
________________
Date of Report (Date of earliest event reported) July 26, 1996
________________
THERMAL RESOURCES COMPANY LTD.,
formerly known as Thermal Exploration Company
(Exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA 0-13933 N/A
(State of other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification
No.)
#1650 - 1185 West Georgia Street
Vancouver, British Columbia Canada V6E 4E6
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (604) 684-9497
________________
THERMAL EXPLORATION COMPANY,
a California corporation
11525 Caroline Lane
Nevada City, CA 95659
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 26, 1996, the common and preferred shareholders of Thermal
Exploration Company, a California corporation ("Thermal") approved a Plan
of Reorganization and Arrangement between Thermal and Western Copper
Holdings Limited, a British Columbia corporation ("Western Copper") (the
"Arrangement"). The Arrangement facilitates a merger between Thermal and a
wholly-owned subsidiary of Western Copper which enables the utilization of
the Companies' respective 50% working interests in the Carmacks (Yukon)
Copper Project and is expected to result in expedited Carmacks Project
financing.
Under the terms of the Arrangement, Thermal will merge into a wholly-
owned subsidiary of Western Copper and Thermal shareholders (except for
Western Copper) will receive one (1) common share of Western Copper for
each five (5) shares held of Thermal. In addition, as part of the
Arrangement, Thermal's non-Carmacks exploration assets will be assigned to
a new company, Pacific Cascade Resources Corp., a British Columbia
corporation ("Pacific"), and Thermal shareholders (except for Western
Copper) will also receive one (1) common share of Pacific for each five (5)
shares of Thermal. As part of the Arrangement, effective July 30, 1996,
Thermal was continued (reincorporated) from California to British Columbia,
and is now a British Columbia corporation under the name "Thermal Resources
Company Ltd."
On August 1, 1996, the Supreme Court of British Columbia approved the
Arrangement. Approval by the Court was one of the necessary preconditions
to effect the Arrangement. Completion of the Arrangement requires
acceptance for filing by the Toronto Stock Exchange on behalf of Western
Copper and the granting of discretionary orders by the securities
commissions of certain Canadian provinces. Upon the Arrangement being
effective (which will not occur until all regulatory preconditions are
satisfied), Thermal shareholders will be advised in writing of the
procedure to obtain Western Copper and Pacific shares in exchange for their
Thermal shares.
The Companies are presently pursuing their final regulatory
preconditions. A press release will be issued when the Board of Directors
sets a record date for the exchange of Thermal securities for the
securities of Western Copper and Pacific.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
THERMAL RESOURCES COMPANY LTD.,
a British Columbia corporation and
successor-in-interest to
Thermal Exploration Company,
a California corporation
(Registrant)
F. DALE CORMAN
F. Dale Corman
President
Dated: August 5, 1996
440.nks