Testudo Oil & Gas Exploration Ltd.

October 24, 2006 18:37 ET

Testudo Oil & Gas Exploration Ltd. Announces Completion of Initial Public Offering

CALGARY, ALBERTA--(CCNMatthews - Oct. 24, 2006) - Testudo Oil & Gas Exploration Ltd. (the "Corporation") wishes to advise that on October 24, 2006, the Corporation completed its initial public offering in Alberta of 3,750,000 common shares for aggregate gross proceeds of $750,000 pursuant to a prospectus dated October 11, 2006. Blackmont Capital Inc. acted as Agent for the Corporation. As a part of the offering, the Corporation granted an option to Blackmont Capital Inc. to purchase 375,000 common shares at an exercise price of $0.20 per common share and exercisable on or before 24 months from the date of listing and posting of the common shares on the TSX Venture Exchange Inc. (the "Exchange"). The terms of the Agent Option Agreement provide that up to a maximum of 187,500 common shares obtained by the Agent pursuant to the exercise of the options granted may be sold prior to the completion of a Qualifying Transaction (as defined in Policy 2.4 of the Exchange Policy Manual) and up to a maximum of 187,500 common shares may be sold after the completion of a Qualifying Transaction. The Corporation also granted options to members of its board of directors according to its stock option plan. The terms of the option agreements provide that up to an aggregate of 515,000 common shares may be purchased at an exercise price of $0.20 per common share and exercisable up to including October 24, 2011.

The Board of Directors are as follows: Joseph W. Worobec, Calgary, Alberta; Gus B. Coolidge, Calgary, Alberta; Wilbur V. Watkins, Missoula, Montana; Ronald A. Parsons, Calgary, Alberta and Gregory J. Leia, Calgary, Alberta. The Chief Executive Officer and President is Joseph W. Worobec. The Chief Financial Officer is Gregory J. Leia.

The Corporation is a Capital Pool Company as defined by Policy 2.4 of the Exchange and is subject to and governed by the restrictions of the Exchange Policy 2.4. To date, the Corporation has not conducted operations of any kind. The Corporation proposes to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to regulatory approval. The Corporation does not own any assets, other than cash, and has not entered into an "Agreement in Principle", as such phrase is defined in Policy 2.4 of the Exchange, with respect to any acquisition.

The Corporation received conditional listing approval from the Exchange on October 2, 2006. On October 24, 2006, the Corporation forwarded final documentation to the Exchange to satisfy the outstanding conditions. The Corporation has applied for the listing of all of its issued and outstanding shares as a capital pool company on the Exchange under the symbol "TG.P".

On behalf of the Board and as President, Joseph W. Worobec

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

Contact Information

  • Testudo Oil & Gas Exploration Ltd.
    Joseph W. Worobec
    President
    (403) 265-4122
    (403) 265-4138 (FAX)