May 12, 1999
MMRL Amends Take-over Arrangement
MMRL announces that it has extended the date by which ROC Oil Company Limited ("ROC") is to provide confirmation that it has obtained commitments to finance the take-over arrangement. In accordance with the original agreement with ROC, MMRL has now earned a US$500,000 fee. ROC has agreed to pay MMRL a further US$4.5 million in the event it fails to obtain a commitment of financing to complete the arrangement three days prior to the MMRL shareholders meeting called to consider the plan of arrangement (the "Plan") currently scheduled for June 18, 1999, or if ROC fails to complete the Plan within six weeks following the date of the shareholders meeting.
ROC has further agreed to increase the cash payment to shareholders of MMRL as provided for in the Plan by 10%. Under the terms of the Plan, MMRL shareholders (excluding ROC) will now receive for each share held $5.50 plus a share in a newly incorporated subsidiary called 2M Energy Corp. ("2M"). 2M will apply for a listing on The Toronto Stock Exchange. In addition, ROC is to invest the equivalent of $0.75 per fully diluted share in MMRL which is to be contributed to 2M along with the Canadian oil and gas producing assets and the Panny heavy oil properties currently held by MMRL. After deducting its bank loans and other liabilities, 2M is expected to have approximately $8,000,000 in cash. 2M will also receive an "equity kicker" based on reserves attributed to the Saltfleetby gas field that entitles 2M to a cash payment equal to £250,000 for each billion cubic feet ("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 sales gas reserves. The excess reserves will be determined by an independent engineer at the later of December 31, 2000 or twelve months following the start of production at Saltfleetby.
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 |