To: Herb Duncan who wrote (8950 ) 2/14/1998 12:37:00 AM From: Kerm Yerman Respond to of 15196
CORP. / United Tri-Star Resources Ltd. Company Announcement UNITED TRI-STAR RESOURCES LTD. TSE SYMBOL: UTS FEBRUARY 13, 1998 TORONTO, ONTARIO--United Tri-Star Resources Ltd. ("UTS") announced today that it has entered into a binding agreement with Solv-Ex Corporation, Solv-Ex Canada Limited and Solv-Ex Canada Limited Partnership (collectively, "Solv-Ex") to acquire from Solv-Ex its 12 percent working interest in certain properties and interests, principally Alberta oil sands leases and certain technology, on certain conditions. Solv-Ex is presently involved in a restructuring under the Companies Creditors Arrangement Act (Canada) and under Chapter 11 of the Bankruptcy Code in the United States. As part of the restructuring proceedings, Solv-Ex has entered into an agreement with Koch Exploration Canada, Ltd. ("Koch") pursuant to which Koch will acquire a 78 percent working interest in those properties and Solv-Ex will acquire a 12 percent working interest in the properties. UTS has previously announced that pursuant to that agreement it would retain a 10 percent working interest in those properties. UTS and Solv-Ex have now agreed that UTS will acquire Solv-Ex's 12 percent working interest, for an aggregate of a 22 percent working interest in those properties. UTS will also acquire from Solv-Ex certain participation rights with respect to metal extraction technologies and hydrocarbon extraction technologies developed by Solv-Ex. The consideration payable to Solv-Ex will be 5,000,000 common shares of UTS and a cash payment of Cdn. $4.4 million. The transaction with Solv-Ex is subject to a number of conditions including receipt of necessary court approval in the United States and Canada. The arrangements between Solv-Ex and Koch require, among other matters, that Koch, Solv-Ex and United Tri-Star enter into a joint venture agreement relating to the properties. The joint venture agreement is presently being negotiated but is expected to include a right of first refusal among the parties. UTS has agreed to issue to Koch a warrant entitling Koch to acquire 2,000,000 common shares of UTS at Cdn. $0.65 per share in consideration of Koch allowing UTS to enter into the binding agreement with Solv-Ex as noted above. Along with its interest in the Athabasca tar sands project, UTS also maintain a 37 percent interest in International Reef Resources Ltd, which is actively pursuing development of Coal Oil Agglomeration projects in the United States. As well, UTS holds a 36 percent interest in Tri-Star Gold Corporation which has one of the largest mineral property holdings in the Ghanaian gold belts of West Africa.