Cruiser Oil & Gas Ltd.
TSX VENTURE : COG

Cruiser Oil & Gas Ltd.

April 30, 2008 09:00 ET

Cruiser Announces Private Placement

CALGARY, ALBERTA--(Marketwire - April 30, 2008) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Cruiser Oil & Gas Ltd. ("Cruiser" or the "Company") (TSX VENTURE:COG) is pleased to announce that it has entered into an engagement agreement with Blackmont Capital Inc. ("Blackmont") for the private placement of special warrants of the Company priced at $0.07 per special warrant for minimum gross proceeds of $3 million and maximum gross proceeds of $6 million.

Ray Smith, Chairman of the board of directors of Cruiser said "This financing will strengthen Cruiser's balance sheet and enhance its ability to augment shareholder value by exploiting existing assets or accessing the merger and acquisitions marketplace."

About the offering

It is expected that certain related parties of Cruiser may wish to participate in the offering and that the issuance of Cruiser's common shares to the related parties upon the exercise of the special warrants might require that certain approvals be obtained in accordance with the policies of the TSX Venture Exchange and applicable securities laws, including approval by a majority of the votes cast at a meeting of securityholders of Cruiser called to consider and approve, among other things, the transaction but excluding for this purpose the votes cast by certain "interested parties", "related parties" and "joint actors". To the extent required, the necessary shareholder approvals are expected to be obtained at the annual and special meeting of Cruiser scheduled for June 17, 2008.

The special warrants will be issuable in series. One series of special warrants, the Series 1 Special Warrants, will be offered to the related parties and will entitle the holder thereof to receive one common share if the required approvals are received by Cruiser on or prior to July 31, 2008. The gross proceeds of the sale of the Series 1 Special Warrants will be held by an escrow agent and invested in approved interest bearing accounts and/or instruments pending receipt of the required approvals. If the required approvals are not obtained by July 31, 2008, the Series 1 Special Warrants will automatically terminate and the proceeds therefrom plus accrued interest will be returned to the subscribers. If the required approvals are obtained by July 31, 2008, the Series 1 Special Warrants will automatically convert to common shares and the proceeds of the Series 1 Special Warrants plus accrued interest thereon will be advanced to Cruiser.

Another series of special warrants, the Series 2 Special Warrants, will be offered to subscribers who are not related parties and will entitle the holder thereof to receive one common share at no additional cost. The gross proceeds of the sale of the Series 2 Special Warrants will be held by an escrow agent and invested in approved interest bearing accounts and/or instruments subject to release as described below. If the required approvals are not obtained by July 31, 2008, each Series 2 Special Warrant will automatically terminate on the tenth business day after the shareholders meeting held to consider and approve the transaction and the proceeds therefrom plus accrued interest will be returned to the subscribers unless a holder of Series 2 Special Warrants elects to exercise the Series 2 Special Warrants prior to the expiry of the ten day period in which case such Series 2 Special Warrants will convert to common shares and the proceeds of such Series 2 Special Warrants plus accrued interest thereon will be advanced to Cruiser.

The special warrants will be offered on a private placement basis to Canadian residents who are exempt purchasers under applicable securities laws, and may, with the consent of Cruiser, be offered in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The special warrants, as well as the common shares issuable upon the conversion of the special warrants, will be subject to a four-month hold period under applicable Canadian securities laws.

The offering is being undertaken on a fully marketed basis by Blackmont. Blackmont will be paid a cash commission of 5% of the gross proceeds from the sale of special warrants that are converted into common shares in connection with the offering. Completion of the offering is subject to Cruiser and Blackmont entering into a formal agency agreement as well as the receipt of the approval of the TSX Venture Exchange and other customary closing conditions.

Cruiser intends to use the net proceeds from the offering to repay debt and the balance will be used for working capital needs and general corporate purposes, including potential future acquisitions.

The offering is scheduled to close on May 15, 2008.

About Cruiser Oil & Gas Ltd.

Cruiser Oil & Gas Ltd. is a public junior oil and gas company engaged in the exploration, exploitation, acquisition and production of petroleum and natural gas in Western Canada. Cruiser is focused on re-entry and new drilling of multi-zone gas and oil prospects west of the fifth meridian.

Cruiser Oil & Gas Ltd. trades on the TSX Venture exchange under the symbol COG.

Cautionary Statements

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. The Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

This news release does not constitute an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any jurisdiction. All sales will be made through registered securities dealers in jurisdictions where the offering has been qualified for distribution. The securities offered are not, and will not be, registered under the securities laws of the United States of America, nor any state thereof and may not be sold in the United States of America absent registration in the United States or the availability of an exemption from such registration.

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

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