Berkley Petroleum Corp. Announces Agreement With Anadarko Petroleum Corporation.

Business Editors

CALGARY, Alberta--(BUSINESS WIRE)--Feb. 12, 2001

BPC (TSE:BKP.) APC (NYSE:APC)

Berkley Petroleum Corp. announced today that it has reached an agreement with Anadarko Petroleum Corporation (NYSE:APC), whereby a wholly-owned subsidiary of Anadarko will make an offer to Berkley shareholders to purchase all of the Company's outstanding common shares.

The basis of the offer is C$11.40 in cash for each Berkley common share.

The Board of Directors of Berkley is unanimously recommending that shareholders accept the Anadarko offer, which is clearly superior to two prior offers made for Berkley common shares by a subsidiary of Hunt Oil Company. Directors and officers of Berkley, holding approximately 7.7% of the Berkley common shares, have agreed to tender their shares to the Anadarko offer.

The agreement with Anadarko represents the culmination of Berkley's comprehensive process to identify the best opportunity to maximize shareholder value, which was initiated upon the announcement of the initial Hunt Oil offer on December 27, 2000. The Anadarko offer, selected over proposals from other parties, represents the best alternative for Berkley's shareholders.

The offer represents a 14% premium to the initial Hunt Oil offer and a 9% premium to Hunt's second offer. Peters & Co. Limited and Scotia Capital Inc. are acting as the financial advisors to Berkley and have each provided an opinion to Berkley's board of directors that the Anadarko offer is fair, from a financial point of view, to the shareholders of Berkley.

Michael L. Rose, President & Chief Executive Officer of Berkley, stated: "We are pleased with this offer from Anadarko, a well-respected oil and gas exploration and production company, with a corporate culture similar to that of Berkley. The Berkley people and assets will allow Anadarko to significantly accelerate its growth plans in Canada. We would like to acknowledge the efforts of all of our people at Berkley, both in building the Company and in assisting with the sale process."

The terms of the agreement reached by Berkley and Anadarko are set forth in a pre-offer agreement. Anadarko intends to mail its offer by February 23, 2001. The offer is expected to remain open for 21 days from the date of mailing. Berkley has agreed: to discontinue its efforts to seek and consider strategic alternatives; to close its data rooms; not to solicit other proposals; and to provide Anadarko with a right to match competing offers. In certain circumstances where Anadarko's offer is not completed, Berkley has agreed to pay a break fee to Anadarko of C$48 million.

Lehman Brothers is acting as the financial advisor to Anadarko in this transaction.

Berkley shareholders are advised to await the formal offer from Anadarko and not to tender to the Hunt Oil offer. The Hunt Oil offer expires on February 15, 2001 and any Berkley shareholders who have already tendered to such offer are advised to withdraw their shares so that they may tender them to the Anadarko offer.

As previously disclosed, Berkley will be waiving its Shareholders Protection Rights Plan, at 6:59 p.m. on February 15, 2001. Thus, the Rights Plan will not apply to the Anadarko offer.

Berkley's News Releases, Corporate Profile, Information Memorandum, the latest Investor Presentation and other information - are available at the Berkley website www.berkleypete.com. Berkley's News Releases can also be accessed electronically through ITG, CCN Disclosure's website at www.cdn-news.com.

Berkley Petroleum Corp. is a Canadian company engaged in exploration, development and production of natural gas and crude oil. Berkley's common shares are listed on The Toronto Stock Exchange under the trading symbol "BKP".