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) September 30, 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 September 30, 1996, Thermal Resources Company ("Thermal"), formerly
Thermal Exploration Company, and Western Copper Holdings Limited ("Western
Copper") received final regulatory approval to effect a shareholder-
approved Plan of Reorganization and Arrangement (the "Arrangement").
Pursuant to the Arrangement, Thermal merged with and into a wholly-owned
subsidiary of Western Copper and Thermal's shareholders (except for Western
Copper) will receive one (1) common share of Western Copper and one (1)
common share of Pacific Cascade Resources Corp. ("Pacific") for each five
(5) shares of common or preferred stock of Thermal.
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.
In addition, the shareholders of Thermal will be able to participate in a
potential exploration company through their ownership in Pacific.
As a result of the approval and effecting the Arrangement,
Thermal is no longer in existence and Western Copper, as successor in
interest, will file periodic reports with the Commission. Western Copper's
independent accountants are Coopers & Lybrand, Chartered Accountants, and
Coopers & Lybrand will be auditing Thermal's financial statements for the
year ended June 30, 1996 in connection with Thermal's final annual report
on Form 10-KSB for such year end.
Prior to effecting the Arrangement, Thermal's independent accountants
were Deloitte & Touche, LLP. For the fiscal year ended June 30, 1995,
Deloitte & Touche LLP's report included explanatory paragraphs concerning
(1) certain factors upon which the recovery of deferred exploration costs
and mineral claims are dependent, (2) certain factors which raise
substantial doubt about Thermal's ability to continue as a going concern,
and (3) the restatement of the financial statements to present information
as to Thermal's revenues, costs and cash flows in the development stage.
There have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
during the Thermal's two most recent fiscal years.
On September 30, 1996, as a result of the Arrangement, the
relationship of Deloitte & Touche LLP and Thermal ended.
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)
DALE CORMAN
F. Dale Corman
President
Dated: October 2, 1996