Prima Energy Corporation Agrees to Be Acquired by Petro-Canada for $39.50 per Share

Prima Energy Corporation Agrees to Be Acquired by Petro-Canada
for $39.50 per Share 


DENVER, June 9  /PRNewswire-FirstCall/ -- Prima Energy Corporation
(NASDAQ:PENG) announced today that it has agreed to be acquired by a
wholly-owned subsidiary of Petro-Canada (NYSE: PCZ; TSX: PCA) for $39.50 per
share in cash through a tender offer.  Total consideration for the transaction
is approximately $534 million.  The Boards of Directors of both companies have
unanimously approved this transaction and Prima shareholders owning
approximately 21% of the common stock have agreed to tender their shares
pursuant to the offer.

Prima's Chairman, CEO and President, Richard H. Lewis, stated, "Our Board of
Directors and management team believe that this offer represents an attractive
opportunity for Prima's shareholders to realize fair value for the Company's
proven and potential resource base.  Further, we are pleased that many of the
employees responsible for Prima's successful growth over the past two decades
are expected to be part of Petro-Canada's plans for future growth of its
operations in the United States."

Under the terms of the merger agreement, the all-cash transaction is structured
as a first step tender offer for all of the common shares of Prima Energy
Corporation at $39.50 per share, followed by a cash merger to acquire for
$39.50 per share any shares of Prima that remain outstanding after the closing
of the tender offer.  Petro-Canada has agreed to commence the tender offer
within the next 10 business days.  Closing of the tender offer is subject to
customary closing conditions, including the valid tender of at least a majority
of the outstanding shares of common stock and regulatory approvals.  A vote of
Prima's stockholders will be required only if less than 90% of its shares are
tendered into the Petro-Canada offer.

Additional details regarding the tender offer and the transaction will be
disclosed in tender offer documents which will be filed concurrently with
commencement of the tender offer.

Financial advisory services regarding this transaction were provided to Prima
by Goldman, Sachs & Co. and Waterous & Co., and Goldman, Sachs & Co. rendered a
fairness opinion to Prima relating to the transaction.

Prima is a Denver-based independent oil and gas company engaged in the
exploration for, acquisition, development and production of natural gas and
crude oil.  Through its wholly owned subsidiaries, Prima is also engaged in oil
and gas property operations, oilfield services and natural gas gathering,
marketing and trading.  The Company's current activities are principally
conducted in the Rocky Mountain region of the United States.

With an enterprise value of approximately US$12 billion, Petro-Canada is one of
Canada's largest oil and gas companies, operating in both the upstream and
downstream sectors of the industry in Canada and internationally.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities of Prima Energy Corporation.  The tender offer will be
made solely by an Offer to Purchase and related Letter of Transmittal to be
disseminated to the stockholders upon the commencement of the tender offer. 
Prima Energy Corporation stockholders are advised to read the Offer to Purchase
on Schedule TO and the Solicitation/Recommendation of the Board of Directors of
Prima Energy Corporation on Schedule 14D-9, each of which will be filed with
the Securities and Exchange Commission, when they are available because they
will contain important information.  The Offer to Purchase, the
Solicitation/Recommendation Statement and any other relevant documents filed
with the Securities and Exchange Commission will be made available to
stockholders of Prima Energy Corporation at no expense to them.  These
documents will also be available without charge at the Securities and Exchange
Commission's website at http://www.sec.gov/.

For further information, please contact:  Richard H. Lewis, President and Chief
Executive Officer, or Neil L. Stenbuck, Executive Vice President and Chief
Financial Officer, both of Prima Energy Corporation, [phone].

Website:  http://www.primaenergy.com/ 

DATASOURCE: Prima Energy Corporation



CONTACT:  Richard H. Lewis, President and Chief Executive Officer, or

Neil L. Stenbuck, Executive Vice President and Chief Financial Officer, both

of Prima Energy Corporation, [phone]



Web site:  http://www.primaenergy.com/

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