To: StocksDATsoar who wrote (82370 ) 3/28/2001 9:51:05 AM From: Jim Bishop Respond to of 150070 GEX.T Genesis Exploration Ltd. announces agreement with Vintage Petroleum, Inc. for Vintage to acquire Genesis CALGARY, March 28 /CNW/ - Genesis Exploration Ltd. ("Genesis") (TSE: "GEX") announced that it has entered into an agreement with Vintage Petroleum, Inc. ("Vintage") (NYSE: "VPI") under which Vintage will make a cash offer of $18.25 (Cdn.) per share for all of the issued and outstanding shares of Genesis (the "Offer"). The aggregate value of the Offer is approximately $898 million (Cdn.) including the assumed net indebtedness of Genesis. The Offer represents a 22% premium over Genesis' closing price of $15.00 (Cdn.) on March 27, 2001, and a 32% premium to its 10 day weighted average trading price. The Offer has the unanimous support of the Board of Directors of Genesis and Vintage. Genesis' directors and officers have agreed to tender, pursuant to lock-up agreements, their Common Shares to the Offer. Genesis has also agreed not to solicit or initiate discussions with any third party concerning a business combination and Vintage has the right to match any competing offer. The agreement provides that Vintage will receive a termination fee and the right to purchase certain properties at fair market value in certain circumstances. The Board of Directors of Genesis has waived the application of its Rights Plan effective immediately prior to the execution of the agreement with Vintage. The offering circular associated with the transaction is expected to be mailed to Genesis shareholders shortly and the Offer will expire not less than 21 days thereafter. The Offer will be made through a wholly-owned subsidiary of Vintage. The Offer is conditional on, amongst other things, at least two- thirds of Genesis' Common Shares (fully diluted) being tendered, and receipt of all necessary regulatory approvals and on conditions customary in transactions of this nature. Donald Sabo, Chairman and Senior Vice President of Genesis stated, "We are pleased with this Offer from Vintage. It recognizes full value for Genesis shareholders and provides price certainty and liquidity. We are also pleased that our employees will be an integral part in building value for Vintage shareholders going forward, as they have for Genesis shareholders in the past." Pursuant to the agreement with Vintage, Mr. Sabo and David Wilson, President and Chief Executive Officer of Genesis, have agreed to continue their employment with Genesis after the successful completion of the acquisition. "The acquisition of Genesis builds upon our recent entry into Canada, through the acquisition of Cometra Energy (Canada) Ltd. last year, establishing western Canada as a significant core area," said S. Craig George, Vintage CEO. "Both Vintage and Genesis have grown through a common vision dedicated to increasing value to their respective shareholders and this focus will continue. The employees of Genesis have demonstrated the ability to grow profitably. Looking forward, the combination of both companies' technical and management expertise coupled with Vintage's financial resources and access to capital markets should allow accelerated exploitation of the assets and provide the ability to fund additional growth opportunities," added Mr. George. TD Securities Inc. and Yorkton Securities Inc. acted as financial advisors to Genesis and provided opinions to the Board of Directors of Genesis that the Offer is fair from a financial point of view to Genesis' shareholders. Johnson Rice & Company, L.L.C. acted as financial advisors to Vintage. %SEDAR: 00003045E -0- 03/28/2001 For further information: on the contents of this release contact: David J. Wilson, President and Chief Executive Officer; Donald J. Sabo, Chairman and Senior Vice President; (403) 266-6900