• As noted above, in the event of the successful consummation of the Share Exchange, Croff will be acquiring eighty percent (80%) of the issued and outstanding equity interest of TRBT, which in turn owns seventy six percent (76%) of all equity and ownership interest in six shopping malls in or around the city of Taiyuan, China, resulting in a net equity interest in the properties to Croff of approximately sixty one percent (61%).
   

• As a necessary term and provision of the Exchange Agreement, Mr. Gerald L. Jensen, the current principal shareholder and president of Croff and related entities (the “Croff Principals”) will, subject to shareholder vote, acquire 67.2% of all of the preferred B assets from Croff in exchange for 67.2% of the class “B” preferred shares currently held by the Croff Principals. The Croff Principals will exchange three hundred sixty three thousand and five hundred thirty five (363,535) shares, or 67.2% of the class “B” shares outstanding, in exchange for 67.2% of all of the class B preferred assets of Croff, which are essentially the oil and gas assets and related bank accounts of the Company. These class “B” preferred shares will be cancelled by the Company of record upon tender.
   

• The Croff Principals will, concurrently, tender the sum of six hundred thousand dollars ($600,000) in cash to the Company, in exchange for the remaining 32.8% of the preferred “B” oil and gas assets.
   

• Croff will then, as part of the exchange closing, convert all remaining preferred “B” shares held by the public, being approximately 32.8% of the issued and outstanding class of preferred “B”preferred shares, to common shares on a ratio of two common shares for each class “B”preferred share converted. Upon the closing of the exchange transaction, all class “B” preferred shares will be cancelled and terminated of record. Any subsequent presentation of class “B” preferred shares will entitle the holders to receive two common shares upon presentment. Class “B” preferred shareholders subsequent to closing will hold common shares, and any lost shareholders, in accordance with the lost or abandoned property statutes in Utah, may subsequently have such shares tendered to the State of Utah as lost or abandoned shares if not claimed within the statutory period. As a result, upon the closing of the Exchange Agreement, the Company will have outstanding only common shares.

• The six hundred thousand dollars ($600,000) paid by the Croff Principals will remain in the Company along with the common share cash reserves. The Company is authorized to pay $10,000 to each retiring outside director, and a dividend of $.20 per share to all common shareholders of record prior to closing. The sum of $530,000 must remain in Croff at closing.
   

• Immediately upon the close and pursuant to the earlier proxy solicitation, if approved, the shareholders will have elected a new board of directors nominated and designated by TRBT and who are more fully identified in the attached and incorporated Exchange Agreement. This new board will then appoint the designated officers which are also generally identified in the Exchange Agreement.
   

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