Discovery Investments Inc. to Acquire LLO-Gas Inc.; Sets Closing Date of Dec. 20, 1999

13 December 1999

Discovery Investments Inc. to Acquire LLO-Gas Inc.; Sets Closing Date of Dec. 20, 1999

    MALIBU, Calif.--Dec. 13, 1999--Discovery Investments Inc. (OTCBB:DCIV) today announced that on Dec. 10, 1999, the company, pursuant to a Plan and Agreement of Reorganization with LLO-Gas Inc., a Delaware corporation, and John Castellucci, established a closing date for the business combination of the two corporations for Dec. 20, 1999.
    The Plan and Agreement of Reorganization contemplates that the company will acquire all of the issued and outstanding shares of stock of LLO-Gas in exchange for 11,900,000 shares of the company. The number of shares was also finally fixed to reflect the transaction as at Dec. 10, 1999.
    LLO-Gas owns seven ARCO AM/PM gas station/convenience stores and owns one "card lock" gasoline and diesel dispensing facility. Six of the franchised facilities were recently acquired directly from Atlantic Richfield Co., a Delaware corporation , and one of the franchised facilities was acquired from an independent owner operator.
    The acquisition of all eight facilities included the operating business, assets and real estate. The total purchase price paid by LLO-Gas on or about Oct. 26, 1999, was the approximate sum of $9,467,000. Credit Suisse/CSFC provided secured financing in the approximate sum of $7,800,000 to LLO-Gas to complete the transaction.
    The facility acquired from the independent owner operator required LLO-Gas to deliver to the seller subordinated secured notes for $800,000 payable eight months from the closing ($200,000) and the balance in 24 months from the closing ($600,000).
    The purchase price paid to the independent owner operator, included in the $9,467,000 was the total sum of $3,180,000. The balance of the funds was provided by unsecured loans from third parties evidenced by a series of three-year 10% convertible debentures or from cash contributions or loans to LLO-Gas by its shareholders.
    At the closing, John Castellucci will be the president and chief executive officer of the company.