Tri-Valley Enacts Poison Pill and Elects a New Director

Business Wire, Nov 24, 1999

BAKERSFIELD, Calif.--(BUSINESS WIRE)--Nov. 23, 1999--

Nearly 100 shareholders of Tri-Valley Corp. (OTCBB:TRIL) (TVC) met Friday, Nov. 19 at the Holiday Inn Select in Bakersfield and gave strong support to the course set by management.

With more than 90 percent of the 19,201,278 outstanding shares voting, in person or by proxy, the directors were re-elected with more than 99% of the vote.

A new director, Clive Stockdale, became the fifth outside director on the new six-man board including F. Lynn Blystone, TVC president and chief executive officer. Stockdale is vice president and oil analyst of Canaccord Capital Corp., a large Canadian investment banker and stock brokerage firm, based in Vancouver, British Columbia. Stockdale is also a director of four Canadian junior oil companies.

Other directors re-elected are Dr. Earl Beistline, Dean Emeritus of the School of Mining Engineering of the University of Alaska, Fairbanks, Alaska; Milton Carlson, an investor and principal in Earthsong Inc., Kalispell, Mont.; Dennis Lockhart, president of Heller International Group Inc., Chicago; Loren Miller, CPA and Controller of Petro America Inc., San Pedro, Calif.; and Blystone of Bakersfield.

Shareholders adopted an anti-takeover amendment to the corporate charter similar to amendments recently enacted by shareholders of Lucent Technology and Abbott Laboratories. Briefly, the amendment gives existing shareholders the right to purchase shares at one half the market price in an amount equal to their present holdings to dilute any unwelcome attempt to take over the company.

"We proposed this amendment when we realized it was technically possible to gain control of Tri-Valley for less than the cost of drilling one of the deep wells on our Project Ekho, and our present land position gives us 40 or 50 drill sites. We are interested in focusing on pursuing the potentials of this huge project rather than looking over our shoulders every day," Blystone said.

Primary questions addressed dealt with rig availability and spud date of the first Ekho well, risk of Ekho and other ventures and company plans for the future both domestic and foreign. Blystone noted the availability of two deep rigs and said he expected Tri-Valley to begin rigging up the week of Dec. 6.

He advised that all of Tri-Valley's business was high risk and that the stock was speculative. He noted that the company regularly reviews foreign opportunities and has been working on one Middle East situation for some time, but that California was still the focus for now.

Blystone also noted that the dramatic rise in world and domestic oil prices coincided with company forecasts made last year when prices were still viewed as hopelessly low, and this rise would bring new investment to Tri-Valley as a worthy vehicle to pursue petroleum profits.

Blystone alluded to yet another huge onshore oil and gas play the company is pursuing outside the Ekho Project, noting that California's great central valley is 450 miles long by 60 miles wide and is full of oil- and gas-producing and exploration areas.

On the mineral scene, Blystone described the soil auger grids and core drilling work done on the company's gold exploration project at Richardson, Alaska, by Placer Dome U.S. Inc., which has optioned about 36 square miles of claims. He noted that the property had survived the first cut on PDUS' worldwide property retention list but did not expect to hear anything final until the Dec. 31 renewal date.

Using geoscientists from TsNIGRI, the principal Russian Mineral Research Institute, Tri-Valley conducted extensive sampling on 14.5 square miles of retained claims and surrounds and discovered a new gold-bearing zone resulting in staking up an additional 10 square miles to cover the trend. Blystone expressed great satisfaction with the work of both PDUS and TsNIGRI.

Tri-Valley reported that net income for the third quarter ended Sept. 30 was $579,198 on revenues of $1,956,867, with assets increasing to $9,823,817 over $2,278,579 for the same period last year.

Tri-Valley is traded over the counter on the electronic bulletin board under the symbol "TRIL." The company and its subsidiaries, Tri-Valley Oil & Gas Co. and Tri-Valley Power Corp., have headquarters in Bakersfield.

This news release contains forward-looking statements that involve risks and uncertainties. Actual results, events and performance could vary materially from those contemplated by these forward-looking statements. Among the factors that could cause actual results, events and performance to differ materially are risks and uncertainties discussed in the company's quarterly report on Form 10-QSB for the quarter ended Sept. 30, 1999, and the annual report on Form 10-KSB for the year ended Dec. 31, 1998.