Texas Gas & Oil Inc.

October 24, 2005 14:42 ET

Texas Gas & Oil Inc. Provides Shareholder Update

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Oct. 24, 2005) - Texas Gas & Oil Inc. (TSX VENTURE:TXG) wishes to inform its shareholders of developments since the filing its last News Release.


The previously announced RTO application was filed with the TSX Venture Exchange. The application was withdrawn because the Company could not meet the financial requirements at that time. Due to the length of time involved in obtaining the UL approval and clearly defining the market for the LPSI product the Company has not been able to meet the financial requirements. The RTO agreement remains in effect and management estimates the application will be resubmitted within six months when the Company has the financing in place to meet the Exchange requirements.

Since the press release of July 24, 2003 when it was announced the Company was splitting the existing $3.00 warrants into $1.50 warrants, the Company has sold an additional 387,336 warrants for total proceeds of $428,504. The Company has now raised $2,033,858 of the $3,630,000 filed for under the Confidential Offering Memorandum dated August 30, 2001. Of the total funds raised there remains $215,000 on hand. It is estimated that a further $10,000,000 needs to be raised to complete the RTO and the business plan.

Exchange approval will be requested to continue raising the required funds under the Confidential Offering Memorandum dated August 30, 2001.

On June 25, 2005 the remaining 267,311 escrow shares expired and were cancelled reducing the issued and outstanding shares of the Company to 3,527,024.

Haywood Securities Inc. has withdrawn as the Company's sponsor.


Both the Company and Legend have the same board of directors and management. The Directors are: Chairman Gerry Gill, Douglas Blakeway, David Formosa, Michael Harcourt, Douglas Hibbins and Troy Moreira. The officers are: Gerry Gill CEO and Leslie Fowler CFO.


Legend Power Systems Inc. (LPSI) has obtained UL listed product approval for its Harmonizers. This means the Harmonizers are certified for installation in all of North America without further product inspection. With the Beta test site results in hand LPSI has been able to work on clearly defining its market. LPSI has determined its initial market thrust to be Utility Companies and Government agencies to assist them in their power conservation efforts and environment concerns. By focusing on this market LPSI has recently received three orders of which two are installed. It is currently completing the details for six additional orders.

About Legend

Legend Power Systems(SM) is the sole distributor in North America of the Electrical Harmonizer™. The Electrical Harmonizer™ connects to the total facility electrical load at its source. The Electrical Harmonizer™ provides efficiencies to any commercial business or institutional facility that operates long hours and has large lighting or small motor loads.

With the installation of Legend's Electrical Harmonizer™ it is possible to save 7%-12% on a company's electricity bills. Such savings are based on a detailed, measured comparison under identical load factors. In addition, the Electrical Harmonizer™ extends the life of electrical equipment, improves the quality of electric power, improves power factor and reduces harmonics and phase voltage imbalance. The Electrical Harmonizer™ also reduces motor operating temperatures, kilowatt demand, and maintenance costs for electric lighting, motors and electronic equipment.

This release and referenced materials contain forward looking statements, within the meaning of the "safe-harbour" provisions of the Private Securities Act of 1995, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in our forward looking statements. Factors that could cause actual results to differ materially include: rapid technological and/or market changes in the industry including actual electrical billing rates; the adequate protection of the Company's proprietary rights; and other factors described in the Company's regulatory filings. Although we believe the expectations reflected in our forward looking statements are reasonable, individual results may vary, and we cannot guarantee future results, levels of activity, performance or achievements.

On Behalf of the Board of Directors,

Gerry Gill, Chairman & Chief Executive Officer

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

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