Belco Oil & Gas Corp. and Big Bear Exploration Ltd. Announce Restructuring Agreement.

NEW YORK--(BUSINESS WIRE)--Nov. 11, 1998--Belco Oil & Gas Corp. (NYSE:BOG) and Big Bear Exploration Ltd. (TSE:BDX) announced today that they had executed a restructuring agreement whereby Belco agreed to convert its 12,500,000 shares of Series 1, Class "A", Convertible Preferred Stock into 21,428,571 shares of Big Bear Common Stock at a conversion price of C$0.70 per share (reduced from C$1.20 per share). Following the conversion, Belco will own approximately 26.4% of Big Bear's outstanding Common Stock. The conversion is subject to the approval of Big Bear's stockholders and the Toronto Stock Exchange, as well as certain other conditions.

Belco and Big Bear also agreed to terminate effective November 10, 1998 the Special Acquisition Warrants for Big Bear Common Stock issued to Belco on June 12, 1998, having an exercise price of $1.01 per share. Belco representatives have resigned from the Big Bear Board of Directors.

Robert A. Belfer, Chairman and Chief Executive Officer of Belco, said: "We have the highest regard for the talents of Big Bear's management team and have confidence that Big Bear will successfully execute its business strategy by becoming a significant player in the Canadian oil and gas sector."

Belco is an independent energy company engaged in the exploration, development, acquisition and production of natural gas and oil.