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

To: SofaSpud who wrote (11134)	6/8/1998 8:28:00 PM
From: Herb Duncan	Respond to of 15196

MERGER-ACQUISITIONS TOP 20 LISTED / Renaissance Makes Friendly Bid to Acquire Pinnacle; $1.06 Billion Transaction Will Create Stronger Company, Value for Shareholders TSE, ME SYMBOL: RES TSE, ME SYMBOL: PNN JUNE 8, 1998 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.

To: SofaSpud who wrote (11134)	6/8/1998 8:30:00 PM
From: Herb Duncan	Respond to of 15196

PROPERTY ACQUISITION / Tanganyika Oil Announces Terms of Egyptian Concession Agreement VSE SYMBOL: TYK JUNE 8, 1998 VANCOUVER, BRITISH COLUMBIA--Tanganyika Oil Company Ltd. (the "Company") is pleased to announce the terms of the Production Sharing Agreement ("PSA") with the Arab Republic of Egypt and The Egyptian General Petroleum Corporation (together referred to as "EGPC") over the West Gharib Block, onshore Egypt. Pursuant to the terms of the PSA, the Company has the exclusive right to conduct exploration activities on the Concession for a period of 8 years. The initial exploration period consists of three years with the obligation to reprocess existing seismic, to acquire and process 300 line kilometers of 2-D seismic data, 50 square kilometers of 3-D data and the drilling of three exploratory wells for a total minimum expenditure of U.S. $5 million. The initial exploration period may be extended with similar terms. Production leases continue for a period of 25 years. ON BEHALF OF THE BOARD "Edward L. Molnar" President

To: SofaSpud who wrote (11134)	6/8/1998 8:32:00 PM
From: Herb Duncan	Read Replies (1) \| Respond to of 15196

FIELS ACTIVITIES / Q Energy Limited Updates Status Of Its South Lakeside, Louisiana Project ASE SYMBOL: QE JUNE 8, 1998 CALGARY, ALBERTA--Q Energy Limited today announced that in Louisiana, the South Lakeside re-entry and side-track operation is due to commence by June 20th and is expected to take approximately four weeks to reach its target. Q Energy will participate as to its 5.5 percent interest in this 18,000 foot gas test to evaluate a strong amplitude anomaly identified in trap position on a recent 3D seismic survey. Potential reserves range up to 2 TCF (net 110 Bcf to Q). Comparable wells in the area are capable of producing at initial rates of 40 MMcf/d. Also, Q Energy advises that it recently closed the previously announced asset sale in the Edson region of Alberta. A portion of the proceeds have fully retired the outstanding loan balance under the Company's short-term credit facility. The remaining funds will meet near-term working capital requirements. The Company will execute the next phase of its growth plan by purchasing a gas property now producing approximately 2.0 MMcf/d. Proven undeveloped reserves of 17 Bcf included in the purchase will provide a value added opportunity to develop a further 10.0 MMcf/d of initial productivity. The acquisition will be funded with a portion of the proceeds of up to $4,000,000 of convertible debentures with the balance dedicated to working capital needs. These transactions are expected to close on or before August 1, 1998.

To: SofaSpud who wrote (11134)	6/8/1998 8:34:00 PM
From: Herb Duncan	Respond to of 15196

PIPELINES / Hartland Pipeline Services Ltd. Enters Into An Agreement To Acquire the Operating Assets of BFC Pipelines TSE SYMBOL: HAR JUNE 8, 1998 CALGARY, ALBERTA-- Brian J. Murray, President & CEO of Hartland Pipeline Services Ltd. is pleased to announce that Hartland has signed an agreement to purchase all of the operating assets of the Edmonton based Pipeline Construction division (known as "BFC Pipelines") of BFC Construction Corporation for consideration of $67.5 million. The closing is scheduled to occur on or before July 31, 1998. This impact acquisition, when coupled with Hartland's recent announcement of its letter of intent to purchase the operating assets of the Waschuk Pipeline Construction group, will enable Hartland to become a leader in the Canadian large transmission bore pipeline construction industry. BFC Pipelines is one of the largest pipeline construction companies in North America. Previously known as Banister Majestic, it was created when Banister Pipelines and Majestic Pipelines merged in early 1993. The company was started in 1948 and has been a principal provider of pipeline construction services in North America and around the world for fifty years. BFC Pipelines specializes in the construction of transmission pipelines for the long-distance transportation of crude oil, natural gas and other petroleum products. The earlier announced Waschuk acquisition offers Hartland a significant presence in Western Canada as Waschuk has an accepted bid on the pending Alliance pipeline project. The BFC Pipeline acquisition will allow Hartland to diversify its existing customer base of senior oil and gas producers beyond western Canada into the growing gas pipeline market in eastern Canada. The estimated value of the BFC Pipeline contracts and accepted bids over the next 26 months total $420 million. BFC Pipelines has the capacity to construct $600 million of transmission pipelines by the end of 2000. In addition, Hartland acquires operating assets with an estimated market value of $50 million. The BFC acquisition is subject to a number of conditions, including financing and regulatory approval. Hartland serves a broad client base of senior Alberta oil and natural gas producers and large pipeline companies. Hartland's operations include fabrication, installation and construction of gathering systems and a full range of small to large bore oil and gas pipelines, as well as environmental reclamation services. Hartland's strategic objective is to serve a significant portion of the Canadian gathering and pipeline construction markets. With the BFC and Waschuk acquisitions, Hartland intends to further realize its goals of achieving consolidation synergies through maximizing existing equipment capacity utilization and realize purchasing power savings.

To: SofaSpud who wrote (11134)	6/8/1998 8:38:00 PM
From: Herb Duncan	Respond to of 15196

CORP / Centennial Energy Partners, L.P.: Announcement JUNE 8, 1998 NEW-YORK, NEW-YORK--Centennial Energy Partners, L.P., Tercentennial Energy Partners, L.P., Quadrennial Partners, L.P., Centennial Overseas Fund, Ltd., (with respect to shares held in a discretionary account managed by Centennial Management, L.L.C.) and Joseph H. Reich & Co., Inc., (with respect to shares held in a discretionary account managed by it) (collectively the "Reporting Persons") announce that the Reporting Persons in the aggregate acquired 2,000 common shares of Underbalanced Drilling Systems Corp. on May 29, 1998 through the facilities of The Alberta Stock Exchange. Centennial Energy Partners, L.L.C. is the General Partner of Centennial Energy Partners L.P., Tercentennial Energy Partners, L.P., and Quadrennial Partners, L.P. The principal members of Centennial Energy Partners, L.L.C. are also the principal members of Centennial Management, L.L.C. and the executive officers of Joseph H. Reich & Co., Inc. As previously announced, the purchase of common shares of Underbalanced Drilling Systems Corp. is for the purpose of investment. As a result of their normal course purchases, the Reporting Persons currently own in the aggregate 1,612,011 common shares of Underbalanced Drilling Systems Corp., representing 19.63 percent of the issued and outstanding common shares. The Reporting Persons may continue to purchase common shares of Underbalanced Drilling Systems Corp. for investment purposes, depending on the market conditions for shares of Underbalanced Drilling Systems Corp. and other factors.