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Gold/Mining/Energy : KERM'S KORNER -- Ignore unavailable to you. Want to Upgrade?

To: SofaSpud who wrote (11130)	6/8/1998 5:47:00 PM
From: SofaSpud	Read Replies (1) \| Respond to of 15196

MERGERS - ACQUISITIONS -- TOP 20 LISTED / Renaissance proposes to Pinnacle Renaissance Makes Friendly Bid to Acquire Pinnacle; $1.06 Billion Transaction Will Create Stronger Company, Value for Sh CALGARY, ALBERTA--Renaissance Energy Ltd. and Pinnacle Resources Ltd. today jointly announced that Renaissance has agreed to acquire all of Pinnacle's issued and outstanding common shares. The offer has the unanimous approval of the Boards of Directors and management of both companies. Pinnacle's Board will recommend that its shareholders tender their shares into the bid. Under the terms of the agreement, Pinnacle shareholders will receive 0.66 of a Renaissance share for each Pinnacle share. The exchange ratio represents an offer price of $16.76 per Pinnacle share which is a 28 percent premium based upon the closing prices of the companies' shares on the Toronto Stock Exchange for Friday, June 5, 1998. It also represents a 36 percent premium to the Pinnacle 20 day weighted average trading price. Renaissance will assume Pinnacle's outstanding debt of approximately $380 million resulting in a total transaction value of $1.06 billion if all Pinnacle's shares are tendered. RBC Dominion Securities Inc. is acting as financial advisor to Renaissance. Midland Walwyn Capital Inc. is advising Pinnacle and has indicated that it will provide an opinion to Pinnacle's Board that the offer is fair to Pinnacle's shareholders from a financial point of view. Renaissance President and CEO Clayton Woitas said, "This is a good transaction that makes sound financial and business sense. It is a logical step in our evolution. It expands and strengthens our existing holdings and offers improved operating efficiencies. It provides us with a stronger financial and operating presence and further positions us for growth at a fair price. And it will create long term value for our shareholders. "We have indicated for some time that we would pursue appropriate acquisitions that reflect our counter-cyclical strategy and will create value for shareholders. We have maintained an ongoing review of prospective candidates, including Pinnacle. That preparation enabled us to respond quickly to this unique opportunity. We are the obvious buyer given the similarity of assets, operations and culture. "We are acquiring a high quality portfolio that we know well; one that complements our own business; is located where we are or want to be; and can generate value for our shareholders." Pinnacle President and CEO Matthew Brister said, "Following a review of our strategic alternatives we have concluded that this transaction is in the best interests of our shareholders, employees and other stakeholders. The offer is fair and provides our shareholders the opportunity to realize value now and well into the future." Brister continued, "Renaissance is a proven performer with a strong focus on growth, profitability and shareholder value. We are delighted that our shareholders and employees will be able to participate in this unique opportunity going forward. We are recommending approval of this transaction to our shareholders." Woitas noted, "We are offering a premium to Pinnacle's shareholders, and an opportunity to participate in the future growth of their investment through Renaissance shares. Pinnacle shareholders will derive significant benefit from this transaction. "The acquisition parameters are attractive. After subtracting the estimated value for Pinnacle's undeveloped land of $166 million, based upon $70 per acre, the acquisition valuation is approximately $6.79 per barrel of oil equivalent (BOE) of proven reserves as of December 31, 1997 ($5.13 per BOE of proven and probable reserves) and $21,650 per BOE of daily production using Pinnacle's first quarter 1998 production levels. "Our offer is accretive to 1998 and 1999 anticipated cash flow. Based upon the proforma results of the combined entity for the first quarter of 1998, Renaissance's cash flow per share would have increased by 1.5 percent while earnings per share would have decreased from $.04 per share to a loss of $.04 per share. Of this reduction, approximately half is due to differences in the companies' accounting policies with respect to depletion and depreciation provisions. The balance is attributable to a higher deferred tax provision arising from only 70 percent of Pinnacle's assets having a tax base. With more normalized oil price expectations we would expect to eliminate the earnings dilution within two years while continuing to realize enhanced cash flow per share." Discussing the quality assets being acquired, Woitas noted, "We see tremendous upside in three key areas of Pinnacle's asset base. First, Pinnacle's properties in Southwest Saskatchewan directly overlap our own assets in this region. We believe there is substantial upside for our shareholders through the continued development and exploitation of existing oil pools. In addition, we believe there are meaningful opportunities to find additional pools through exploration. Further, we see unrecognized natural gas potential in this region. "Second, we see great opportunities in Pinnacle's Ansell and McLeod areas which have been the focus of Pinnacle's future natural gas growth. We share Pinnacle's optimism regarding the potential of these assets, and that they provide a platform for growth in a new producing region for Renaissance. "Third, both companies have adjacent operations in the Athabasca North region where continued growth in natural gas reserves and production will be pursued and additional operating efficiencies are expected." Woitas added, "Finally, virtually all of Pinnacle's additional properties fit very well into our existing asset portfolio. "Upon completion of this transaction, Renaissance will have 143.5 million common shares outstanding (156.5 million shares on a fully diluted basis), outstanding debt of $1.4 billion, and unutilized credit facilities of $350 million. We will actively review the combined asset base with a view to selling those properties that are not key to our business plan and apply the proceeds to debt reduction." Under the agreement announced today, Pinnacle has agreed not to solicit or encourage any competing transaction proposals. Pinnacle has also granted certain other rights and agreed to pay Renaissance a break fee of $21 million in the event a superior proposal is recommended to Pinnacle's shareholders. Renaissance intends to mail a Takeover Bid Circular to Pinnacle shareholders on Friday, June 12, 1998. The offer will expire three weeks after mailing. -30- FOR FURTHER INFORMATION PLEASE CONTACT: Renaissance Energy Ltd. Clayton Woitas President and CEO (403) 750-1400 or Pinnacle Resources Ltd. Mathew Brister President and CEO (403) 232-9100

To: SofaSpud who wrote (11130)	6/13/1998 7:01:00 AM
From: Kerm Yerman	Read Replies (2) \| Respond to of 15196

FIELD ACTIVITIES / Suprex Energy Enters Into Drilling Agreement SUPREX ENERGY CORPORATION CALGARY, June 9 /CNW/ - SUPREX ENERGY CORPORATION has entered into an agreement with Keesun Corp., a Montana Company for the drilling of two wells on Suprex lands in Northern Montana. The first well is to be drilled and completed prior to June 30, 1998. Keesun will have the option to drill a second well within 60 days of completion of the first well. Suprex will retain a gross royalty convertible to a 30% working interest after payout. Company also announces that it has purchased an interest ranging from 12% to 100% in five shut-in gas wells in Southern Alberta. Application has been made for the deepening of the Stampede Bearcat Suprex 7-25-20 3W5 well at Turner Valley. The operator, Stampede et al is preparing to deepen the well to test the Devonian formation. The well is presently standing with 7'' casing cemented into the top of the Mississippian formation. Suprex has 25% working interest in this project. Information released by Stampede Bearcat indicates that ''the Devonian Crossfield Member in the 7-25 well could have in excess of 180 feet of net pay, which would confirm the existence of a Major Crossfield gas reservoir in this area.'' Suprex has interests varying from 10% to 100% in 3,300 acres of oil and gas leases covering this feature. Grant of Stock Options On May 14, 1998 the Company granted options totaling 310,000 shares at an exercise price of $0.20 per share to its directors and employees. The Corporation is traded under the symbol ''SYP'' on The Alberta Stock Exchange.