November 4, 1998 Contact: Ronald P. Nowak
or Russell L. Allen
(281) 579-3398
3DX TECHNOLOGIES INC.
ANNOUNCES LETTER OF INTENT TO MERGE WITH FORTUNE NATURAL RESOURCES CORPORATION
Houston, Texas--3DX Technologies Inc.(3DX) (NASDAQ : TDXT) today announced that
it has signed a letter of intent with Fortune Natural Resources Corporation
(Fortune) (AMEX: FPX) which provides for the merger of 3DX into Fortune. The
letter of intent has been approved by the board of directors of both entities.
The transaction is conditioned upon, among other things, the preparation and
approval of a definitive merger agreement and the consent of the shareholders of
both companies.
The terms of the merger provide for the issuance of up to a maximum of 6,965,431
shares of Fortune stock - an exchange ratio of 0.75 share of Fortune common
stock for one share of 3DX common stock. 3DX shareholders could also receive
additional Fortune stock two years after closing, up to a total of approximately
3.9 million shares, if additional reserves attributable to the exploration
properties acquired from 3DX contribute disproportionately to the total of all
reserves added by Fortune from all exploration properties, under certain
conditions.
Fortune has obtained a conditional commitment from a private investor for an
additional $5 million dollars in capital, on terms to be agreed upon, to
facilitate the additional exploration capital requirements of the 3DX
properties.
Fortune has also announced the signing of a second letter of intent with
Petro-Guard Company, Inc. and Petro-Guard Production LLC, two privately held
operating and production companies, providing for the merger of these companies
into Fortune.
Fortune is an independent oil and natural gas company whose primary focus is the
exploration for and development of domestic oil and natural gas reserves.
Fortune's principal areas of interest are onshore and offshore Louisiana and
Texas, including the relatively shallow Gulf Coast transition zone, where the
use of modern geophysical technology and advanced interpretation techniques
offers the opportunity for new discoveries in areas of proven historical
production.
Petro-Guard Group is comprised of two privately owned companies held principally
by Dewey Stringer III, a director of Fortune. Petro-Guard operates both
producing and exploratory properties along the Gulf Coast of Texas and
Louisiana.
Ronald P. Nowak, President and CEO of 3DX commented, "We are extremely pleased
to have entered into this agreement with Fortune and feel this builds upon the
framework for a stronger E&P company. With the addition of Petro-Guard, the
combined production, reserves and exploration potential of the companies will
make the new entity a more powerful presence in the Gulf Coast. More
importantly, the synergy of the complimentary skills that each group brings -
financial management, operations and geoscience - positions the new Fortune to
realize significant growth."
Tyrone J. Fairbanks, President and CEO of Fortune, commented that, "We are very
pleased to enter into this agreement with 3DX Technologies Inc. 3DX is comprised
of fine oil and gas professionals with exceptional skills in their area of
expertise. It has been a long-standing goal of Fortune, since moving to Houston
in 1996, to bring operational, geophysical and geological disciplines inside of
Fortune. This transaction, along with the acquisition of the Petro-Guard
companies, will significantly enhance Fortune's Gulf Coast presence, as well as
its oil and gas reserve and production base and drillable prospect inventory."
3DX Technologies Inc. is a knowledge-based oil and gas exploration company whose
core competence and strategic focus is the utilization of 3-D seismic imaging
and other advanced technologies in the search for commercial quantities of
hydrocarbons.
Certain statements in this news release regarding future expectations and plans
for oil and gas exploration, development and production may be regarded as
"forward looking statements" within the meaning of the Securities Litigation
Reform Act. They are subject to various risks, such as operating hazards,
drilling risks, and other uncertainties inherent in the business of exploring
for, developing and producing oil and gas which may be beyond the Company's
control. These risks are discussed in detail in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, as well as other filings with
the Securities and Exchange Commission. There can be no assurance that the
Company's exploration activities will be successful in meeting the Company's
expectations.