Torrential Energy Ltd.
TSX VENTURE : TNL

Torrential Energy Ltd.

October 03, 2007 20:59 ET

Torrential Energy Ltd. Announces $3 Million Financing

CALGARY, ALBERTA--(Marketwire - Oct. 3, 2007) - Torrential Energy Ltd. ("Torrential") (TSX VENTURE:TNL) is pleased to announce that it has entered into an agreement with Leede Financial Markets Inc. ("Leede") pursuant to which Leede will act as agent in connection with an offering of (i) common shares ("Flow-Through Shares") of Torrential to be issued on a "flow-through" basis at a price of $0.40 per Flow-Through Share, and (ii) units ("Units") of Torrential at a price of $0.30 per Unit, for aggregate gross proceeds of a minimum of $1,800,000 and a maximum of $3,000,000, of which not more than $1,000,000 of such proceeds shall be attributable to the sale of Flow-Through Shares (the "Offering"). Each Unit shall be comprised of one common share (a "Common Share") of Torrential and one-half of one Common Share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder thereof to acquire an additional Common Share at a price of $0.45 per Common Share for a period of 12 months following closing (subject to earlier expiration in the event certain conditions are met).

The Flow-Through Shares and Units will be issued pursuant to a TSX Venture Exchange ("TSXV") Short Form Offering Document and a concurrent private placement. Pursuant to applicable securities laws and TSXV policies, not more than $2,000,000 will be raised pursuant to the Short Form Offering Document. If the maximum Offering of $3,000,000 is achieved and no Flow-Through Shares are sold, Torrential will issue 10,000,000 Units comprised of 10,000,000 Common Shares and 5,000,000 Warrants. If the maximum Offering of $3,000,000 is achieved and the maximum of $1,000,000 of Flow-Through Shares are sold, Torrential will issue 6,666,666 Common Shares, 3,333,333 Warrants and 2,500,000 Flow-Through Shares.

The net proceeds of the Offering will be used for the development of Torrential's oil and gas properties and for working capital purposes.

As partial consideration for acting as agent under the Offering, Torrential has agreed to grant Leede an option (the "Option") to acquire that number of Common Shares as is equal to: (i) 10% of the number of Units sold under the Offering (exercisable at a price of $0.30 per Common Share); and (ii) 10% of the number of Flow-Through Shares sold under the Offering (exercisable at a price of $0.40 per Common Share). The Option shall be exercisable for a period of twelve months after the closing of the Offering.

The Offering is subject to the approval of the TSXV.

About Torrential

Torrential is an emerging Calgary-based oil and natural gas exploration and development company. Torrential's Common Shares trade on the TSXV under the symbol TNL.

Completion of the Offering is subject to a number of conditions, including but not limited to, TSXV approval. There can be no assurances that the Offering will be completed as proposed or at all.

ADVISORY: Certain information in this press release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to the closing or completion of the Offering. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with oil and gas production, marketing and transportation; loss of markets; volatility of commodity prices; currency and interest rate fluctuations; imprecision of reserve estimates; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; inability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to income tax, environmental laws and regulatory matters. Readers are cautioned that the foregoing list of factors is not exhaustive.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and Torrential does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release.

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