SHARHOLDERS NEW RELEASE
> TRINITY GAS CORPORATION
> Official Shareholders Committee
>
> May 14, 1998
>
>Shareholder Committee*s Fourth Release
>
> 1. Prior Releases. Based upon an October, 1997
>stockholder list generated by Trinity Gas Corporation*s stock
>transfer agent, the Official Equity (Shareholders) Committee
>distributed releases concerning the status of the Chapter 11
>proceedings, the Shareholders Committee*s activities and the
>drilling activity being conducted in Colombia in order to
>preserve the rights under the Colombia oil and gas
>concession (hereinafter referred to as the *Farallones
>Contract*) obtained from Ecopetrol, the Colombian oil and gas
>company. Recently, the Shareholders Committee has
>obtained a more comprehensive and updated listing of the
>shareholder pool. We anticipate this release will reach most
>shareholders. If you would like a copy of prior releases,
>please indicate so on the Questionnaire attached hereto.
>
> 2. Settlement Negotiations concerning the
>Farallones Contract. The Shareholders Committee has
>undertaken through its chairman, Dennis Hedke, to initiate
>negotiations with Mr. Sidney Sers, the former president of
>Trinity USA concerning what ownership interests and rights
>Trinity USA has with respect to the Farallones Contract and
>any oil and gas produced therefrom. Those discussions
>included several face to face meetings between Mr. Hedke
>and Mr. Sers upon Mr. Hedke*s visit to Bogota and Cali,
>Colombia several weeks ago. Recently, the Committee has
>attempted through another member, also well experienced in
>oil and gas matters, to continue and hopefully accelerate
>those negotiations.
>
> Numerous issues have to be resolved, including:
>
> (a) What ownership interest does Trinity USA have in
>the Farallones Contract and its potential oil and gas production
>proceeds;
>
> (b) What involvement and rights will Trinity USA have
>in future drilling, completion, pipeline and important
>operational decisions, costs and control of the Farallones
>Contract and the Colombian oil and gas operations;
>
> (c) What, if any, recognition should Trinity USA give to
>Trincol and Mr. Sers for funds expended post-bankruptcy
>toward the drilling and completion of the Patacore #1, Salsa
>#1 and Yumbo #1 wells (the second through fourth wells
>drilled under the Farallones Contract) in light of the Securities
>& Exchange Commission*s view that all funds obtained from
>the sale of Trinity USA Common Stock by Mr. Sers, his
>affiliates and family members (*Sers Group*) are rightfully
>belonging to Trinity USA for the benefit of shareholders, and
>Mr. Sers* contrary position that those proceeds belong to him
>or others within the Sers Group;
>
> (d) What rights will Trinity USA and, accordingly its
>shareholders, will have to the approximate $4 million frozen by
>the SEC in its Enforcement Action brought before the
>Honorable Terry Means, U.S. District Court Judge, in Fort
>Worth, Texas styled Securities & Exchange Commission,
>Plaintiff v. Trinity Gas Corporation and Sidney W. Sers,
>Defendants and Trinity Gas Colombia, Patricia Ruth Sers,
>Amanda Burton Sers, Timothy Allen Sers and the Nakatosh
>Hotel, Inc.; Civil Action No. 4-97CV-1018);
>
> (e) Will Mr. Sers be required to honor and pay into the
>registry of Judge Means* court the sum of approximately
>$850,000 and other funds, representing his required
>repatriation of monies formerly deposited in U.S. bank
>accounts in accordance with Judge Means* *Order of
>Repatriation* dated January 6, 1998. Without such repayment
>of these funds, Mr. Sers faces the continuing prospect of
>being arrested upon his attempted return to the United States;
>and
>
> (f) In light of the foregoing, what rights, if any, should
>the Sers Group retain in approximately 30 million shares of
>common stock in Trinity USA, including 15 million shares of
>purported freely trading stock issued to Mr. Sers under a
>Stock Option Agreement last October*28, 1997, and what
>portion, if any, of that stock should be recognized in a
>reorganization of Trinity USA.
>
>With respect to the foregoing matters, the Shareholders
>Committee is committed solely to represent and advance the
>economic interests of all shareholders other than the Sers
>Group, which is represented by separate counsel. The
>Shareholders Committee feels constrained not to disclose the
>specific status of the current negotiations with Mr. Sers, other
>than to say a substantial void exists between Mr. Sers and the
>Committee.
>
> 3. Trustee*s Efforts to Date. Once the Bankruptcy
>Court directed the appointment of a Trustee in this case, the
>United States Trustee*s office appointed Mr. Henry Seals of
>Fort Worth, Texas as the Chapter 11 Trustee (*Trustee*) of
>this case. The Trustee has previously issued three reports of
>his undertakings as well as those of his professionals in the
>bankruptcy case. Included in those efforts are two adversary
>proceedings (lawsuits) he filed in the Chapter 11 case, the
>first of which seeks to determine that various assets,
>including ranches located in or around Brownwood, Texas
>were fraudulently conveyed to Mr. Sers or family members
>and rightfully belong to Trinity USA for the benefit of creditors
>and shareholders; and the second of which seeks to
>determine that Trinity USA and Mr. Sers, or relatives, own
>certain oil and gas leases, related vehicles and equipment
>located in Brown and Coleman Counties, Texas. As of this
>date, no dispositive motions have been filed and the Trustee
>has not requested any definitive trial dates for the
>determination of those rights. Relatedly, the Trustee*s counsel
>has taken the sworn testimony of Mr. Timothy Sers and Mr.
>Matthew Sers in connection with those matters.
>
> Shortly after his appointment in January, 1998, the
>Trustee assembled (from the funds sequestered by the SEC)
>approximately $600,000. The Trustee*s primary counsel
>recently submitted a statement for services rendered in
>connection with the Trustee*s efforts through March 31, 1998
>for approximately $345,000, including expenses. The
>Trustee*s counsel agreed to defer its request for
>compensation of 15% of its fees. Pursuant to a procedural
>order entered by the Bankruptcy Court, the Trustee has issued
>payment to his counsel for all expenses incurred and 80% of
>fees and expenses incurred less the 15% deferred amounts --
>approximating $250,000. The Shareholders Committee is very
>concerned about the amount of professional fees incurred to
>date by the Trustee*s professionals. As a result of that
>substantial fee request, which does not include Trustee*s
>counsel*s fees and expenses incurred during the months of
>April and May, the Shareholders Committee has decided to file
>a plan of reorganization for Trinity USA and seek to have it
>emerge from Chapter 11 as soon as practicable. To that end,
>the Shareholders Committee is presently working to
>assemble a comprehensive plan of reorganization and
>disclosure statement for the shareholders* consideration.
>
> 4. Farallones Contract Status. As previously
>reported, the Shareholders Committee understands that four
>wells have been drilled under the Farallones Contract. If those
>wells are perforated and completed by May 28, 1998, the last
>extension day currently known to be granted by Ecopetrol to
>Trincol, the Farallones Contract will remain intact. As of this
>date, the Equity Committee anticipates that Trincol and Mr.
>Sers will undertake timely those completion efforts. The
>Shareholders Committee also understands that two
>additional wells (the fifth and sixth respectively) under the
>Farallones Contract are required by Ecopetrol to be drilled by
>the end of October of this year.
>
> The Committee has sent Mr. Sers a detailed schedule of
>recommended intervals to be tested in the completion efforts
>of the Patacore #1 Well. The Committee hopes that Mr. Sers
>will follow, or at least seriously consider, this schedule as one
>which the Committee, after reviewing the available open-hole
>and mud log characteristics, believes will efficiently evaluate
>those zones (well depths) that offer the most favorable
>chances of commercial production. The Shareholders
>Committee has also offered to review available data and make
>similar recommendations with respect to the Salsa #1 and
>Yumbo #1 Wells. Thus far, the Shareholders Committee has
>received no response as to its Patacore # 1 recommendations
>and no additional information related to the Salsa #1 and
>Yumbo #1 Wells.
>
> The Shareholders Committee has continued in its
>efforts to develop information and assess the exploration and
>development costs associated with oil and gas operations in
>the present Colombian environment. Typically, those costs
>are considerably higher than costs associated with standard
>onshore efforts involving domestic oil and gas basins. The
>Shareholders Committee*s research reflects somewhat
>higher general drilling costs than those preliminarily
>determined and reported in its last release. In substantial
>part, such costs vary depending upon the particular
>subsurface conditions and surface infrastructure
>requirements for each prospect. The Committee believes that
>future Farallones Contract operations can be achieved in a
>more economic way and that a significant level of
>management supervision will be required.
>
> 5. Domestic Assets. The Committee has recently
>requested and obtained substantial information from the
>Trustee with respect to Trinity USA*s oil and gas properties in
>Brown and Coleman County, Texas; Pecos County, Texas, as
>well as those in Colorado and Wyoming which were acquired
>in the Nova Energy transactions. As yet, the Committee has
>not fully determined the prospects for future operations and
>further development but anticipates those preliminary
>assessments will be included in its plan of reorganization and
>disclosure statement.
>
> 6. Sixty Day Critical Period and Shareholder
>Questionnaire. The Shareholders Committee believes that the
>next 60 days will be critical in determining the future of Trinity
>Gas USA and the prospects for its shareholders. The
>Shareholders Committee is focused on attempting to restore
>the Company and establish forward looking opportunities with
>a view to creating the maximum shareholder value under the
>circumstances. In the event this month*s completion efforts
>actually take place and demonstrate significant oil or gas
>reserves in commercial quantities under the Farallones
>Contract, the Shareholders Committee will seek to evaluate
>fully all available data relevant to the Concession*s geological
>characteristics, reservoir engineering and long-term asset
>management. The Shareholders Committee is equally
>committed to defining and negotiating an acceptable
>agreement between Trincol, Trinity USA, Mr. Sers and others
>at the earliest possible date. The Shareholders* Committee
>also contemplates involvement of new management and/or
>board of director members by individuals highly
>knowledgeable in oil and gas industry practices, finance and
>other characteristics that will hopefully strengthen the
>position and efforts of Trinity USA going forward.
>
> In structuring its efforts, the Shareholders Committee
>request that each shareholder, to the extent you have neither
>received nor responded to the previously solicited
>questionnaire information, do so in and return it in the
>Envelope enclosed for that purpose. The Shareholders
>Committee requests that all shareholders fill out the following
>Additional Questionnaire and return it to the Committee at
>Trinity Gas Corporation, c/o Andrews & Kurth, Suite 3700, 1717
>Main St., Dallas, Texas 75201 attn: V. Oliver. PLEASE NOTE
>THAT IF YOU HAVE PREVIOUSLY FILLED OUT AND RETURNED
>THE ORIGINAL TRINITY SHAREHOLDER QUESTIONNAIRE, YOU
>DO NOT NEED TO AGAIN COMPLETE THE STOCKHOLDINGS
>PORTION ON PAGE 5, UNLESS YOU HAVE ADDITIONAL
>INFORMATION REGARDING YOUR STOCKHOLDINGS YOU
>WOULD LIKE TO SHARE WITH THE COMMITTEE.
>
> STRATEGY PREFERENCE QUESTIONNAIRE
> (to be filled out by all Shareholders)
>
> 1. The undersigned shareholder of Trinity Gas
>Corporation agrees with the following as marked:
>
> * That the Shareholders Committee should
>proceed with its efforts to file a plan of reorganization and
>disclosure statement for Trinity Gas Corporation and achieve
>as prompt as reasonably possible emergence from
>bankruptcy.
>
> * The Shareholders Committee should not
>endeavor to reorganize Trinity Gas Corporation and, instead,
>allow the Chapter 11 Trustee, Mr. Henry Seals, to liquidate the
>corporation. (It is Mr. Seals* stated belief the shareholders will
>receive nothing in the bankruptcy case.)
>
> * Other (please describe)
>
>
>
>
>
>
>
> Date:
>
>Name :
>
>Address:
>
>
>
>Holdings:
> ORIGINAL TRINITY GAS CORPORATION SHAREHOLDER
>QUESTIONNAIRE
> (To be filled out by shareholders who have not
>previously responded)Name, Address and Telephone No. of
>Shareholder
>
>
>
>Number of Shares Bought
>Number of Shares Presently Holding
>
>Average Purchase Price
>
>Average Selling Price (if applicable)
>
>Number of Restricted Shares Held
>
>Number of Free Trading Shares Held
>
>Identify Problems with Obtaining Certificates, etc.
>
>If Restricted Shares, give Name, Address and Telephone
>Number of Broker/Seller
>
>
>
>Date of Purchase or, if applicable, Largest Purchase
>
>
>
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