March 26, 1999

MMRL ANNOUNCES TAKEOVER ARRANGEMENT

MMRL is pleased to announce that it has entered into an agreement (the "Agreement") with Roc Oil Company Limited ("ROC"), an unlisted, Australian-based, oil exploration company, pursuant to which MMRL will submit a Plan of Arrangement (the "Plan") for approval by its shareholders.

Under the Plan, MMRL shareholders (excluding ROC) are to receive for each share held a cash payment of $5.00, plus a share in a new company to be incorporated ("Newco"). Newco will hold all of the Canadian assets and liabilities currently held by MMRL plus a net cash injection of $11.8 million to be paid by ROC. Based on 15.75 million fully diluted shares outstanding, this cash injection represents $0.75 per share. After retiring all of its debt and other liabilities Newco is expected to have about $7 million in cash, Canadian production of about 700 boe/d and the Panny heavy oil properties. Based on MMRL's independent engineering report as at December 31, 1998, the Canadian production had a proven and half probable reserve value before tax of $6.6 million assuming a flat Brent oil reference price of US$10.50 per bbl discounted at 10%. Newco will also hold a participation in the Saltfleetby Gas Field. Under the terms of this participation, Newco is to receive a cash payment equal to £250,000 for each bcf of proven and probable sales gas reserves in Saltfleetby in excess of 30 bcf, to a maximum of 50 bcf, plus £1.50 for each barrel of natural gas liquids associated with the excess gas reserves. The excess reserves will be determined by an independent engineer at the later of December 31, 2000 and 12 months following the start of production.

The Agreement is subject to certain conditions, including the raising of financing by ROC, the receipt of regulatory approvals and the completion of satisfactory documentation. ROC has until May 11, 1999 to raise the financing required to complete the Plan, failing which, it will pay MMRL a US$500,000 non-performance fee. If MMRL shareholders do not approve the Plan, MMRL will pay a "break fee" to ROC of $3,000,000. MMRL's CEO, Mr. Peter Braaten, Messrs. Murray Brasseur and Anthony Traub (MMRL directors) and Middlefield Financial Limited, have committed to vote shares held by them in favour of the Plan.

ROC was formed in 1996 by Dr. John Doran, the former Managing Director, along with independent directors and shareholders of Command Petroleum Limited ("Command"), immediately after the friendly merger of that company with the UK based Cairn Energy plc. During the four year period prior to the merger, Command's market capitalization increased from approximately A$30 million to more than A$400 million. During the last two years, ROC has put together an asset base which includes working interests, ranging from 50 - 100%, in a five country portfolio of international exploration and appraisal opportunities, representing a total area of almost 50 million acres, all of which are operated by ROC. During the same period ROC has raised privately in excess of US$35 million from a shareholder base composed of a number of blue chip corporate entities as well as high net worth individuals located in North America, Australia, Asia, Europe and the Middle East. ROC has advised that it is debt free and currently has working capital in excess of US$15 million.

For further information contact:

In the UK:
Peter A. Braaten
President & CEO
0171-814-6644
In Canada:
Raymond R. Pether
Executive Vice President
(416) 362-0714 ext. 204

 

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