McMoRan Forms Joint Venture to Operate Main Pass 299 Facilities

McMoRan Exploration Co. and K1 USA Energy Production Corporation are forming K-Mc Energy Ventures to acquire energy related businesses. McMoRan, headed by Co-Chairman James R. Moffett, will manage the new joint venture.

The new joint venture would form K-Mc Venture I LLC to acquire certain of McMoRan's Main Pass 299 facilities. K-Mc I would pursue new business activities using the site's unique infrastructure and will also continue to produce oil at Main Pass, which currently approximates 3,600 barrels of oil per day.

Under the terms of the agreement, McMoRan will contribute to K-Mc I its Main Pass 299 oil interests and, and at the election of K1, other Main Pass infrastructure assets required to support the new business activities. The facilities not required to support these new business activities are excluded from the joint venture and are in the process of being dismantled pursuant to the previously announced turnkey removal contract with Offshore Specialty Fabricators, Inc. McMoRan will receive $13 million in the transaction which will be used to fund the costs of reclamation activities of the excluded facilities, and McMoRan will own one-third of K-Mc I. In addition, K1 will provide credit support for the new venture in an amount up to $10 million to provide financial assistance for K-Mc I's MMS bonding requirements. K1 will own two-thirds of K-Mc I. K1 will initially receive warrants to purchase 1.74 million shares of McMoRan common stock at any time within five years at a price of $5.25 per share and, upon the transfer of the infrastructure assets required to support the new business activities, warrants to purchase an additional 0.76 million shares at a price of $5.25 per share. McMoRan will continue to operate the Main Pass facilities under a management agreement.

The new enterprise would pursue the use of the Main Pass facilities as a support hub for energy development and production projects in the Gulf of Mexico. The surface platforms and structures at Main Pass, combined with the two-mile diameter caprock and salt dome, have significant capacity and potential for a variety of commercial activities. The potential alternative uses may include the disposal of non-hazardous waste from offshore oil and gas drilling activities; a hub for receiving deepwater vessels transporting oil and gas production, including compressed natural gas and liquefied natural gas; and cavern storage facilities to store natural gas and oil. The permitting process for waste disposal at Main Pass, which began in late 2000, is now nearing completion.

J.R. Moffett, Co-Chairman of McMoRan said: "We are excited about our new joint venture with K1 to take advantage of business opportunities in the oil and gas business using our vast experience and industry expertise. The Main Pass facilities are uniquely positioned to fulfill the growing need for the disposal of non-hazardous waste generated by the Gulf of Mexico exploration and development activities. Furthermore, it is contemplated that the Main Pass cavern storage facilities will be used for handling the increasing amounts of "stranded" gas from the deep waters of the Gulf of Mexico, as well as foreign "stranded" gas. The strategic location of Main Pass and the existing infrastructure provide low cost, environmentally sound options for the industry. This transaction will allow McMoRan to retain a significant interest in the new business opportunities developing in the Gulf of Mexico and, like our Gulf of Mexico exploration prospects, has the potential to create significant value for our shareholders. We look forward to our partnership with K1 and the value and experience in the offshore marine and energy industry they bring to this transaction."

Ambassador Steven J. Green, Chairman and CEO of K1 said; "We are excited about the potential of combining the strengths of Kl and McMoRan through the new K-Mc Energy Ventures to pursue energy related acquisitions, initially focused in the Gulf of Mexico region of the U.S. We are particularly excited about the K-Mc I acquisition of McMoRan's Main Pass 299 facilities. This investment fits well within our strategy of providing expansion stage capital to projects with significant growth potential. These new ventures and our recent participation in McMoRan's public equity offering provide our shareholders with a great opportunity to participate in the high potential returns available in the Gulf of Mexico. We believe that the unique experiences and relationships developed by Mr. Moffett in his 40 years in the energy sector will enable our new entity, K-Mc Energy Ventures, to capitalize on the opportunities created by the current financial crisis in the energy sector."