Torrential Energy Ltd.
TSX VENTURE : TNL.P

Torrential Energy Ltd.

July 06, 2007 09:00 ET

Torrential Energy Ltd. Completes Acquisition of Paradise Petroleum Inc. and Concurrent Private Placement

CALGARY, ALBERTA--(Marketwire - July 6, 2007) - Torrential Energy Ltd. (TSX VENTURE:TNL.P) ("Torrential"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has completed its qualifying transaction by acquiring all of the issued and outstanding shares ("Paradise Shares") of Paradise Petroleum Inc. ("Paradise"), a Calgary-based, privately held oil and gas exploration company. The aggregate adjusted purchase price of $581,490 for the Paradise Shares (after adjustment for Paradise's working capital deficiency) was satisfied by the issuance of 2,907,448 common shares ("Torrential Shares") of Torrential at a deemed price of $0.20 per Torrential Share. For information regarding Paradise, please refer to Torrential's management proxy circular dated May 28, 2007, which is available on Torrential's profile on SEDAR at www.sedar.com.

An aggregate of 2,836,348 Torrential Shares issued as part of the purchase price have been deposited in escrow pursuant to a Form 5D Tier 2 Value Security Escrow Agreement (the "Escrow Agreement"). The Torrential Shares subject to the Escrow Agreement will be released from escrow as to 10% on issuance of the Exchange's final bulletin approving the qualifying transaction (the "Bulletin") and an additional 16.67% of the escrowed shares will be released on each six month anniversary from the date of issuance of the Bulletin.

Final approval of the qualifying transaction is expected from the Exchange upon the submission of final documentation in a form acceptable to the Exchange. Torrential's trading symbol on the Exchange will change to "TNL" upon receipt of the Bulletin. Concurrent with the completion of its acquisition of Paradise, Torrential completed a non-brokered private placement of 1,000,000 Torrential Shares at a price of $0.40 per Torrential Share for aggregate gross proceeds of $400,000. The Torrential Shares issued as part of the private placement are subject to a hold period expiring on November 6, 2007. Following completion of its qualifying transaction and the private placement, Torrential has 7,657,449 common shares outstanding.

ADVISORY: Certain information in this press release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to the receipt of the Bulletin. Forward-looking statements necessarily involve known and unknown risks, including the possibility that the Exchange may refuse to issue the Bulletin for reasons beyond the control of Torrential. Readers are cautioned that the foregoing list of factors is not exhaustive.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this news release are made as of the date of this news release, and Torrential does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.

Contact Information

  • Torrential Energy Ltd.
    Tim T. Galbreath
    President and Chief Executive Officer
    (403) 384-0000
    (403) 384-0002 (FAX)
    Email: tgalbreath@torrentialenergy.com
    or
    Torrential Energy Ltd.
    Craig Albert
    Vice President, Finance and Chief Financial Officer
    (403) 384-0000
    (403) 384-0002 (FAX)
    Email: calbert@torrentialenergy.com