The Buffalo Oil Corporation
TSX VENTURE : BFO

The Buffalo Oil Corporation
Pocaterra Energy Inc.
TSX VENTURE : PCT

Pocaterra Energy Inc.

August 28, 2006 09:00 ET

Buffalo Oil Announces Mailing of Offer to Pocaterra Energy Shareholders

CALGARY, ALBERTA--(CCNMatthews - Aug. 28, 2006) - The Buffalo Oil Corporation ("Buffalo") (TSX VENTURE:BFO) and Pocaterra Energy Inc. ("Pocaterra") (TSX VENTURE:PCT) announced today that Buffalo has mailed its offer to purchase (the "Offer") all of the issued and outstanding common shares of Pocaterra on the basis of (i) $0.575 in cash and 0.2 of a common share of Buffalo ("Buffalo Share"); (ii) $0.915 in cash; or (iii) 0.538 of a Buffalo Share for each common share of Pocaterra ("Pocaterra Share") tendered to the Offer, provided, however that the aggregate consideration paid shall in any event be equal to the number of Pocaterra Shares tendered multiplied by 0.2 of a Buffalo Share and $0.575 in cash and, to the extent that Pocaterra Shares are tendered under items (ii) and (iii), the consideration received by those Pocaterra shareholders shall be pro-rated, if required, so that the aggregate consideration is equal to the number of Pocaterra Shares tendered multiplied by 0.2 of a Buffalo Share and $0.575 in cash. The offer is open for acceptance until 9:00 a.m. (Calgary time) on October 2, 2006, unless extended or withdrawn.

Included with the Offer in the mailing is the Directors' Circular of Pocaterra in which the Board of Directors of Pocaterra unanimously recommends that the holders of common shares of Pocaterra accept the offer.

Buffalo's Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery and Pocaterra's Directors' Circular are available at Pocaterra's site on SEDAR (www.sedar.com) and are also available on Buffalo's website at www.buffalo-oil.com

Upon completion of the transaction, Buffalo will have increased production and cash flow, a diversified asset mix and greater financial strength. Buffalo is an emerging Canadian junior oil and gas company engaged in the exploration, development and production of oil and gas reserves in the provinces of Alberta and Saskatchewan.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the common shares of Buffalo in the United States. The common shares will not be and have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements.

Certain information set forth in this press release contains forward looking statements. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, reliance should not be placed on forward-looking statements. Buffalo's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Buffalo will derive therefrom. Buffalo disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

Contact Information

  • The Buffalo Oil Corporation
    Trevor Penford
    President and C.F.O.
    (403) 252-2462
    Email: tpenford@buffalo-oil.com
    or
    The Buffalo Oil Corporation
    William (Bill) Trickett
    Chairman and C.E.O.
    (403) 252-2462
    Email: btrickett@buffalo-oil.com
    or
    The Buffalo Oil Corporation
    Suite 180, 1209 - 59th Avenue S.E.
    Calgary, Alberta T2H 2P6
    (403) 252-2462
    (403) 252-1399 (FAX)
    Website: www.buffalo-oil.com
    or
    Pocaterra Energy Inc.
    Corey Heerensperger
    President and C.E.O.
    (403) 265-2598
    (403) 265-1171 (FAX)
    Email: corey@pocaterra-energy.com
    or
    Pocaterra Energy Inc.
    910, 330 - 5th Avenue S.W.
    Calgary, Alberta T2P 0L4
    (403) 265-2598
    (403) 265-1171 (FAX)