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OMNICORP AGREES TO MERGE WITH NORTH AMERICAN TIRE RECYCLING LTD.

 NEW YORK, Feb. 16 /PRNewswire/ -- Omnicorp Limited (NASDAQ: OMNI), a provider of industrial maintenance and environmental cleaning services and a transporter of hazardous and non-hazardous waste, today announced that it has entered into a definitive agreement, substantially in accordance with the terms of the letter of intent announced on Dec. 16, 1992, to merge with North American Tire Recycling Ltd. ("NATRL"), a Canadian corporation whose stock is publicly traded on the Vancouver Stock Exchange (trading symbol NTY).
 Omnicorp will be the surviving entity and the existing management of Omnicorp will continue to manage the enlarged entity.
 The merger will be accomplished through an exchange of shares on a one-for-one basis. As of Jan. 31, 1993, NATRL had outstanding 11,079,530 shares of common stock and Omnicorp had outstanding 6,189,451 shares of common stock. The merger, which is expected to be completed in March 1993, is subject to, among other things, approval by the shareholders of NATRL and confirmation that the net worth of NATRL immediately prior to the merger is not less than Can$2,500,000. On Dec. 15, 1992, Omnicorp was quoted on NASDAQ at $.625 bid and $1.00 asked and the closing market price of NATRL common stock on the Vancouver Stock Exchange was C$.90. On Feb. 12, 1993, Omnicorp was quoted on NASDAQ at $.875 bid and $1.125 asked and the closing market price of NATRL common stock on the Vancouver Stock Exchange was C$.75.
 NATRL is a development stage company, established to manufacture, sell and operate pyrolysis (indirect heat) and gasification systems and related environmental technologies in waste disposal and waste-to-energy businesses. The first of these systems to be marketed is the Multi- Purpose Disposer ("MPD") Batch Pyrolysis System, which NATRL has the exclusive right to market and manufacture in North America. The MPD system was developed and is owned by the United Kingdom Atomic Energy Authority and Herbert Bevin & Co. Ltd., a British waste technology firm. NATRL expects its first MPD to become operational in the near future in Fredericksburg, Va., and will be operated in conjunction with Spratt Recycling, Inc.
 According to Tom Forrest, chairman and chief executive officer of Omnicorp, and Paul McClory, president and chief executive officer of NATRL, "Together Omnicorp and NATRL will have the ability to provide a comprehensive range of waste treatment, transportation and recycling services to an expanding customer base throughout North America and will permit the combined entities to capitalize on Omnicorp's extensive governmental permits."
 -0- 2/16/93
 /CONTACT: Steven A. Saide, secretary of Omnicorp, 212-830-9442/
 (OMNI NTY.)


CO: Omnicorp Limited; North American Tire Recycling Ltd. ST: New York, Virginia IN: SU: TNM

GK-WB -- NY103 -- 6859 02/16/93 14:10 EST
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Publication:PR Newswire
Date:Feb 16, 1993
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