Testudo Oil & Gas Exploration Ltd.
TSX VENTURE : TG.P

December 16, 2008 00:42 ET

Testudo Oil & Gas Exploration Ltd.: TSXV Grants Extension to Close Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - Dec. 16, 2008) - Testudo Oil & Gas Exploration Ltd. ("Testudo") (TSX VENTURE:TG.P) wishes to announce that it has received an extension from the TSX Venture Exchange Inc. ("Exchange") to complete a Qualifying Transaction as defined under Exchange Policy 2.4 to April 30, 2009. In addition, Testudo has entered into an amending agreement dated December 15, 2008 ("December 15 Amending Agreement") which amends the letter agreement dated September 25, 2008 ("BEC-Griffen Asset Sale Agreement") with Batoche Energy Corp. ("Batoche"), Batoche Energy (Griffen) Corp. ("BEC-Griffen") and 14 legal entities ("GL Beneficial Owners"). The agreement contemplates that Testudo would effect a consolidation of its common shares ("Testudo Shares") on a 3.125 old for 1 new post-consolidated common share ("Antler Creek Share(s)) and change its name to Antler Creek Energy Corp. ("Antler Creek"). The shareholders of Testudo approved the name change and consolidation at the shareholders meeting held on October 28, 2008.

Subject to the terms and conditions contained in the BEC-Griffin Asset Sale Agreement, as amended, Testudo agreed to purchase from BEC-Griffen a 20% working interest ("WI% Acquisition") being the right to exploit the petroleum and natural gas minerals on or under Section 13-8-11-W2M (2 miles east of Griffin, Saskatchewan) and on or under 8 gross sections (approx 6.7 - net sections - approx 4,300 acres -"Griffin Lands")(8 miles north of Griffin)(Sections 31, 33 and 34, Twp 9-11-W2M; Sections 3, 4, 5, 8 and 9-10-11-W2M)("BEC-Griffen Sale Assets") plus an option to acquire a working interest in 360 net acres in Twp 9 - Range 9 W2M ("BEC-Griffen Option Assets"). Under the terms of the BEC-Griffen Asset Sale Agreement, Testudo has agreed to purchase the BEC-Griffen Sale Assets for an aggregate price of Cdn $1,400,000 plus GST. The purchase price shall be satisfied by payment of cash of $800,000 (plus GST component) and by the issuance of 1,000,000 post-consolidation common shares of Antler Creek at a deemed value of $0.60 per post consolidated common share.

Testudo proposes to close a private placement to raise between $450,000 ("Minimum Financing") and $5,400,000 ('Maximum Financing"). Testudo proposes to sell up to 5,000,000 Antler Creek Shares (with flow-through attributes) at $0.60 per Antler Creek Share. Testudo proposes to sell up to 4,000,000 Antler Creek Units at $0.60 per Unit (post-consolidation). Each Antler Creek Unit consists of one (1) Antler Creek Share (without flow-through attributes) and one common share purchase warrant ("Antler Creek Warrant"). Each Antler Creek Warrant will entitle the holder to purchase 1 Antler Creek Share (without flow through attributes) until December 31, 2010 at an exercise price of $0.90 per Antler Creek Share. The transaction will be non-brokered. Antler Creek will pay a finders' fee of 10% (or maximum permitted by the Exchange) to persons who introduce qualified accredited investors. If an agent is engaged it is anticipated that as part of the consideration, Antler Creek would grant to the agent an option to acquire up to 10% of the Antler Creek Shares sold by the Agent with an exercise price of $0.60 per Antler Creek Share exerciseable at any time up to 1 year from the date of closing of the Financing ("Antler Creek Agent Options"). Testudo is prepared to grant secured convertible debentures which would yield interest at the rate of 8% per annum and would be convertible into Antler Creek Shares at anytime until the earlier of 30 days from the receipt of any Notice of Redemption or 2 years from the date of issuance at the conversion price of 1 Antler Creek Share for every $0.60 of indebtedness. The Antler Creek Shares issued as part of the Financing, the Antler Creek Shares issued upon exercise of the Antler Creek Warrants, the Antler Creek Agent Options or conversion of the Antler Creek debentures will be subject to a four (4) month hold period from the date of closing.

Upon completion of the acquisition of the BEC-Griffen Sale Assets (WI% Acquisition) and closing of the Maximum Financing using an agent (and providing Antler Creek Agent Options are granted), there will be: (a) 11,648,000 Antler Creek Shares issued and outstanding; (b) warrants to acquire 4,000,000 Antler Creek Shares; (c) agents options to acquire 900,000 Antler Creek Shares; and (d) directors options to acquire 364,800 Antler Creek Shares; or (e) 16,912,800 Antler Creek Shares on a fully diluted basis. Officers and directors, as a group, (assuming they do not participate in the financing) would: (a) own 1,444,800 issued and outstanding Antler Creek Shares (12.3%); (b) have rights to acquire 364,800 Antler Creek Shares upon exercise of options; or (c) would own or have rights to acquire 1,809,600 Antler Creek Shares (10.69%) assuming all options were exercised. It is expected that the officers and directors will participate in the financing.

Statements in this press release regarding the Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

ON BEHALF OF THE BOARD

TESTUDO OIL & GAS EXPLORATION LTD.

Gus B. Coolidge, President

The TSX Venture Exchange Inc. has in no way passed on the merits of this proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Testudo Oil & Gas Exploration Ltd.
    Gus B. Coolidge
    President
    (403) 265-4122
    (403) 265-4138 (FAX)
    or
    Testudo Oil & Gas Exploration Ltd.
    1510, 777 - 8th Avenue S.W.,
    Calgary Alberta T2P 3R5
    (403) 265-4122
    (403) 265-4138 (FAX)