Belcor announces intent to solicit written consents.

LOS ANGELES--(BUSINESS WIRE)--Dec. 7, 1995--Belcor Inc. (OTC:BLCR) Thursday announced that it has filed preliminary materials with the Securities and Exchange Commission which materials seek the consent of Belcor shareholders to the previously reported agreements reached with Rio Grande Mining Co., a privately held company, and Coastal Capital Partners L.P. (``Coastal''), which controls a majority of Rio Grande's voting securities.

As previously reported, the agreements provide that Rio Grande (i) repay Belcor $191,561 for funds previously advanced by Belcor to Rio Grande, (ii) issue for $25,000 a five-year warrant (``settlement warrant'') in favor of Belcor to purchase up to a maximum of 3,455,000 shares of Rio Grande common stock at an exercise price of 24 cents per share or approximately 16 percent of Rio Grande's anticipated outstanding common stock, which warrant cannot be exercised until Aug. 31, 1996, and is subject to automatic termination upon consummation of the exchange offers described below, (iii) undertake to commence stock and warrant exchange offers (``exchange offers'') directly to all Belcor shareholders under which Rio Grande would offer, at an exchange ratio of four shares of Rio Grande common stock for each share of Belcor common stock (or each share covered by a Belcor warrant) tendered, (a) Rio Grande warrants to purchase up to a maximum of 2.5 million shares of registered Rio Grande common stock, and (b) up to a maximum of approximately 8.5 million registered shares of Rio Grande common stock, less the number of shares of Rio Grande common stock covered under Rio Grande warrants issued pursuant to the exchange offers, provided that Belcor shareholders would be limited to tendering up to a maximum of 25 percent of their Belcor securities in the exchange offers, and (iv) make certain loans totaling $162,000 to two executive officers of Belcor that can be used only to exercise Rio Grande warrants acquired by such officers pursuant to the exchange offers.

If the exchange offers are consummated, Rio Grande and Belcor will remain separate entities and Belcor will remain as a public company.

The exchange offers, which will be made only pursuant to an effective Rio Grande registration statement, will be subject to various conditions, including compliance with state and federal securities laws.

If the exchange offers are fully accepted by the Belcor shareholders, Rio Grande will issue to Belcor shareholders securities representing approximately 29 percent of Rio Grande's anticipated outstanding common stock.

The agreement may be terminated by mutual consent of the parties, or by Rio Grande if Belcor's shareholders have not approved the agreement by Jan. 31, 1996 (or 60 days after issuance of Belcor's audited financial statement if such statements are required to be included in the Belcor materials).

Belcor anticipates soliciting the approval of its shareholders to the agreements in early 1996. Approval of a disinterested majority of the Belcor shareholders will be required to approve the agreements.

In connection with the agreements, Belcor, Rio Grande, Coastal and certain other Belcor shareholders entered into an investors' rights agreement. Pursuant to that agreement, Belcor shall (i) terminate certain financing obligations of Coastal or Rio Grande to Belcor, (ii) subject to the closing of the agreements and various other conditions, including the continued existence of a Belcor warrant issued in October 1994 in favor of Coastal to purchase up to 3 million shares of Belcor common stock (``Coastal warrant''), (a) use its best efforts to secure the election of nominees designated by Coastal to all of the positions on Belcor's board of directors, (b) call a special meeting of Belcor's shareholders to vote on the election of such Coastal nominees as Belcor directors, and (c) appoint a reasonable nominee of Coastal as Belcor's chairman of the board and chief executive officer, (iii) waive certain rights it may have to cause early termination of the Coastal warrant, (iv) deliver, by the closing of the termination agreement, executed copies of a voting agreement in favor of Coastal signed by Belcor shareholders (other than Coastal) owning in the aggregate at least 1.65 million shares of Belcor common stock, (v) execute an irrevocable proxy in favor of Coastal with respect to all of the shares of Rio Grande common stock it may receive pursuant to any exercise of the settlement warrant, and (vi) provide certain registration rights with respect to certain unregistered shares of Belcor common stock which may be held by Coastal, Rio Grande or two Belcor executive officers.

Additionally, pursuant to the investors' rights agreement, Coastal is obligated to purchase by Jan. 15, 1996, at least, 670,000 shares of Belcor common stock at 15 cents per share pursuant to an existing warrant to Coastal.

In this regard, Coastal has advised Belcor that it presently contemplates naming its president, Andrew K. Simpson, as the chairman of the board and chief executive officer of Belcor.

CONTACT: Belcor Inc.

M. Douglas Caffey or K. Glenn Cole, 714/261-7522