To: Traveling Man who wrote (179 ) 8/13/1998 3:21:00 PM From: Casey Read Replies (1) | Respond to of 250
News. We'll need a top analyst to figure the impact of all this! August 13, 1998 News release #85 Symbol: V.RIS RIS Announces Preliminary Financing Commitments For the Acquisition of Granger Complex Interests The Board of Directors of RIS Resources International Corp. (V.RIS) is pleased to announce that it has entered into letters of intent representing sufficient financing commitments to close the acquisition of 50 percent of the interest of Western Gas Resources, Inc. (Western) in the Granger Complex. Energy Spectrum Partners LP, a Dallas-based private equity fund dedicated to the energy industry, has signed a letter of intent contemplating the purchase of 7,750,000 shares of RIS common stock, priced at $C1.90 per share or approximately $US10 million. The funds will be used by the company's wholly owned subsidiary, RIS Resources (USA) Inc. (RIS USA), as part of the financing for the acquisition. In connection with the acquisition financing, RIS has obtained a best-efforts commitment from ING (U.S.) Capital Corporation for the arrangement of a $102 million syndicated credit facility. RIS and ING currently are negotiating with the financial institutions that are expected to participate in this portion of the financing package. ING has also signed a letter of intent to purchase $US1.5 million of RIS common stock at $C1.90. Finally, RIS has also entered into a letter of intent with Western for the purchase by Western of $US14,000,000 of 9.5% preferred stock. The preferred stock will be issued by RIS USA and will be redeemable, at RIS USA's option, during the initial three years after issuance at varying premiums. If not redeemed during the initial three year period, the preferred stock is convertible into RIS common stock at $C1.90. As announced in July, RIS USA informed Western that it was exercising its option to purchase 50% of Western's interest in the Granger Complex. The Granger Complex consists of gas processing facilities known as the Granger Plant and the Lincoln Road Plant, and supporting gathering systems located in the Green River Basin, Wyoming. Western currently owns 100% of the 175 MMCFD capacity Granger Plant and 72% of the 50MMCFD Lincoln Road Plant. Western has agreed to reduce the sales price of the interest that RIS USA will acquire from $110 to $105 million. Western and its wholly owned subsidiary, Mountain Gas Resources, Inc., will continue to own the remaining interest and act as operator. The Company anticipates that closing of the acquisition and the financing will occur on or before August 31, 1998, subject to securing required approval of the Vancouver Stock Exchange. Likewise, the closing of the debt and equity financing are contingent, among other things, upon the approval of the Vancouver Stock Exchange, completion of definitive agreements, satisfaction of closing conditions, and consummation of the acquisition. In July, the Federal Trade Commission informed RIS and Western that their request for early termination of the anti-trust review period related to the acquisition was granted. Upon the closing of the acquisition of this interest in the Granger Complex, RIS will have completed the acquisition of the Green River Basin gas gathering and processing assets announced last fall. On behalf of the Board R.I.S. Resources International Corp. John R. Hislop Director