To: Kerm Yerman who wrote (8451 ) 1/14/1998 From: Kerm Yerman Respond to of 15196
MERGERS / Torrington Resources & Lodestar Energy Amalgamation Agreement TORRINGTON RESOURCES LTD. TSE SYMBOL: TRN AND LODESTAR ENERGY INC. ASE SYMBOL: LEI.A LEI.B JANUARY 13, 1998 Torrington Resources and Lodestar Energy Announce Amalgamation Agreement CALGARY, ALBERTA--TORRINGTON RESOURCES LTD. and LODESTAR ENERGY INC. jointly announce that they have entered into an Amalgamation Agreement effective January 12, 1998. The Amalgamation Agreement amends the terms of the previously announced agreement between Torrington and Lodestar. Under the terms of the Amalgamation Agreement, holders of Lodestar Class A Shares, other than the founders of Lodestar (the "Founders"), will receive $1.15 cash for each Lodestar Class A Share. The Founders will receive $0.765 per Class A Share in respect of an aggregate 1,339,211 Class A Shares. The holders of Lodestar Class B Shares will receive, at their election, either 0.6 of one Torrington Common Share or $3.00 cash for each Lodestar Class B Share held, subject to a maximum cash amount of $720,000. The Founders have entered into lock-up agreements whereby they have agreed to vote an aggregate of 1,370,711 Lodestar Class A Shares (25.3 percent of the outstanding Lodestar Class A Shares) and 11,250 Lodestar Class B Shares (1.5 percent of the outstanding Lodestar Class B Shares) which they hold in favour of the amalgamation, and have agreed to elect to receive $0.765 cash in respect of 1,339,211 Lodestar Class A Shares which they hold. The amalgamation will constitute a "going private transaction" to the holders of Lodestar Class A Shares. Under OSC Policy 9.1, approval of the transaction by the holders of Lodestar Class A Shares will be required, based on a majority of the minority calculation. Relief has been obtained from the Ontario Securities Commission to allow the Founders to vote their shares and to be included in the calculation of the "minority". Research Capital Corporation has delivered to Lodestar's board a fairness opinion which states that, subject to the qualifications set forth therein, the amalgamation is fair, from a financial point of view, to the holders of Lodestar Class A Shares and to the holders of the Lodestar Class B Shares. The cash payments to Lodestar shareholders will be effected through the use of redeemable shares which will be issued upon the amalgamation becoming effective and immediately redeemed for cash. The amalgamation is subject to a number of conditions, including compliance with regulatory requirements. Lodestar's directors have agreed to support the amalgamation and recommend that it be approved by Lodestar shareholders. In the event a superior offer is made by a third party to acquire Lodestar, Torrington has been granted a first right to match or better the competing offer and if the competing offer is completed, Lodestar has agreed to pay Torrington a break fee of $400,000. Prior to January 16, 1998 Lodestar will mail a notice and accompanying information circular to its shareholders calling a meeting of the holders of both of its Class A Shares and Class B Shares on February 10, 1998. Torrington is a public, Calgary-based oil and gas company. Torrington's Common Shares trade on The Toronto Stock Exchange under the symbol "TRN". Lodestar is a public, Calgary-based oil and gas company. Lodestar's Class A Shares and Class B Shares trade on the Alberta Stock Exchange under the symbols "LEI.A" and "LEI.B", respectively. Lodestar and Torrington each have a 50 percent interest in the farm-in from Talisman Energy Inc. on approximately 122,000 net acres in the Edson area of west central Alberta.