Veritas DGC Inc. and Enertec Resource Services Inc. Announce Letter of Intent.

HOUSTON--(BUSINESS WIRE)--Feb. 22, 1999--Veritas DGC Inc. (NYSE & TSE:VTS) and Enertec Resource Services Inc. (TSE:ERS) jointly announced today the signing of a letter of intent outlining the terms of a stock-for-stock transaction providing for the acquisition of Enertec by Veritas.

The letter of intent provides generally for the exchange of 0.345 Veritas shares for each Enertec share. Following the acquisition, the former Enertec stockholders would own approximately 9.44 percent of Veritas. Based on current market price, the transaction is valued at approximately U.S. $24 million.

Dave Robson, chairman and chief executive officer of Veritas commented, "Given the current low commodity prices and industry over capacity, the challenges facing our industry today may be greater than ever before. We need to find better, more efficient ways of delivering services to our customers. Enertec is a quality operation with excellent employees and a strong customer base. Together we can realize significant synergies in delivering the best possible geophysical services to our North American customer base."

Murray Olson, president and chief executive officer of Enertec stated, "Combining two leading companies in the North American market increases the operational and financial flexibility that is in the best interests of our customers, our employees and our shareholders."

The proposed transaction is subject to negotiation and execution of definitive agreements, approval of the boards of directors and shareholders of both companies, as well as applicable Canadian and United States regulatory approvals. The companies presently expect the transaction to close prior to June 30, 1999.

Enertec is a Calgary based provider of land acquisition, seismic data processing, and marine geophysical surveys and positioning services for both production and engineering purposes. Veritas DGC Inc. is a leading provider of land, transition zone and marine-based seismic data acquisition, seismic data processing, and multi-client data sales to the petroleum industry headquartered in Houston. Veritas operates seven divisions in selected markets worldwide and, based on revenues, is the fifth-largest geophysical services provider.