Ironhorse Oil & Gas Inc.
TSX VENTURE : IOG

Ironhorse Oil & Gas Inc.

October 28, 2009 08:07 ET

Ironhorse Oil & Gas Inc. Announces $3.0 Million Flow-Through Financing

CALGARY, ALBERTA--(Marketwire - Oct. 28, 2009) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Ironhorse Oil & Gas Inc. (the "Company") (TSX VENTURE:IOG) is pleased to announce that it has entered into an agreement with Dundee Securities Corporation ("Dundee Securities") to issue, by way of a private placement, 2,143,000 flow-through common shares (the "Shares") on a bought deal basis at $1.40 per Share for gross proceeds of $3,000,200 (the "Offering"). The Company has also granted Dundee Securities an option to purchase up to an additional 714,500 Shares for additional gross proceeds of up to $1,000,300. The gross proceeds of the Offering will be used to fund ongoing exploration activities eligible for Canadian Exploration Expenses. Dundee Securities will be paid a cash fee of 6% of the gross proceeds of the Offering.

Closing of the Offering is expected to occur on or about November 19, 2009, and is subject to the receipt of all requisite regulatory and stock exchange approvals. The securities issued under the Offering will be subject to a four month hold period from the date of closing.

Ironhorse Oil & Gas Inc. is a Calgary-based junior oil and natural gas production company trading on the TSX Venture Exchange under the symbol "IOG".

Forward Looking Statements

Statements throughout this release that are not historical facts may be considered to be "forward looking statements". These forward looking statements sometimes include words to the effect that management believes or expects a stated condition or result. All estimates and statements that describe the Company's objectives, goals, or future plans, including management's assessment of future plans and operations, drilling plans and timing thereof, expected production rates and additions and the expected levels of activities may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, volatility of commodity prices, imprecision of reserve estimates, environmental risks, competition from other producers, incorrect assessment of the value of acquisitions, failure to complete and/or realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources and changes in the regulatory and taxation environment. As a consequence, the Company's actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: the ability of the Company to obtain equipment and services in a timely and cost efficient manner; drilling results; the ability of the operator of the projects which the Company has an interest in to operate the field in a safe, efficient and effective manner; and field production rates and decline rates. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results are included elsewhere herein and in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Furthermore, the forward-looking statements contained in this release are made as at the date of this release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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