Pearl Exploration and Production Ltd.

Pearl Exploration and Production Ltd.

November 15, 2006 09:27 ET

Pearl Completes $111 Million Financing

CALGARY, ALBERTA--(CCNMatthews - Nov. 15, 2006) -


Pearl Exploration and Production Ltd. ("Pearl" or the "Company") (TSX VENTURE:PXX) is pleased to announce that it has completed a private placement of common shares, subscription receipts and flow-through subscription receipts for gross proceeds of $111 million. An aggregate of 8,000,000 common shares and 14,444,444 subscription receipts for common shares were issued at a price of $4.50 each. In addition, 1,709,401 subscription receipts for flow-through common shares were issued at a price of $5.85 each. The common shares were placed on a best efforts basis and the subscription receipts were placed on an underwritten basis. The offering was led by GMP Securities L.P.

The proceeds from the placement of the common shares have been delivered to Pearl and the proceeds from the subscription receipts and flow-through subscription receipts, in the amount of $75 million, have been placed in escrow pending completion of Pearl's proposed acquisition of Atlas Energy Ltd., which is expected to be completed on or about December 22, 2006. Each subscription receipt will entitle the holder to receive one common share, or one flow-through common share, of Pearl, as applicable, without payment of any additional consideration, upon the completion of the Atlas transaction. Following completion of the Atlas acquisition, certificates representing Pearl shares will be issued to subscription receipt holders without any further action on the part of the holders. In the event the Atlas acquisition is not completed on or before December 31, 2006, the subscription receipt proceeds will be returned to investors with accrued interest thereon.

Pearl is a public company focused on delivering disciplined growth by establishing a North American portfolio of oil and gas projects with an emphasis on large resource opportunities. Additional information on Pearl is available on our website at

Forward-looking statements: This document contains statements about expected or anticipated future events and financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, and the Company's capability to execute and implement its future plans. Actual results may differ materially from those projected by management. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.

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

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