Twoco Petroleums Ltd.
TSX VENTURE : TWO

Twoco Petroleums Ltd.

April 29, 2011 16:50 ET

Twoco Petroleums Ltd. Announces Closing of Equity Financing

CALGARY, ALBERTA--(Marketwire - April 29, 2011) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES, TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS

Twoco Petroleums Ltd. ("Twoco" or the "Company") (TSX VENTURE:TWO) announces the closing of its previously announced private placement equity financing with Macquarie Private Wealth Inc. (the "Agent") pursuant to the issuance of 10,157,824 common shares in the capital of the Company ("Common Shares") and 994,500 "flow-through" Common Shares within the meaning of the Income Tax Act (Canada) ("Flow-Through Common Shares") at a price of $0.27 per Common Share and $0.31 per Flow-Through Common Share for gross proceeds of $3,050,907 (the "Equity Financing").

The Company intends to use the proceeds of the Equity Financing to develop the Company's Sparky heavy oil property in the Warspite area of Alberta and for general corporate purposes. The gross proceeds from the issuance of the Flow-Through Common Shares will be used to incur Canadian Development Expenses (as such term is defined in the Income Tax Act (Canada)) prior to December 31, 2011 (the "Flow-Through Commitment"). The Company will renounce such Canadian Development Expenses to the subscribers of the Flow-Through Common Shares effective on or before December 31, 2011.

All capital expenditures are discretionary. Subject to satisfying the Flow-Through Commitment and in compliance with the terms of the Commitment Letter (as defined herein), Twoco will review all capital expenditures on a regular basis throughout 2011 and adjust spending based on factors such as changes in commodity prices and drilling and production results.

In consideration for its services in connection with the Equity Financing, the Agent was paid a fee of $164,500.52 and received options ("Agent Options") to purchase 780,662 Common Shares exercisable for eighteen months at a price of $0.27 per Common Share.

The Common Shares and the Flow-Through Common Shares issued pursuant to the Equity Financing, the Agent Options and the Common Shares issuable pursuant to the Agent Options are subject to a four month hold period from the date hereof.

In connection with the Company entering into a commitment letter with its lender (the "Commitment Letter") further amending the terms of the Company's $18,000,000 revolving credit facility, the Company completed the previously announced issuance of 1,296,297 Common Shares (the "Bank Payment Shares") to its lender at a deemed price of $0.27 per share. The Bank Payment Shares are subject to a four month hold period from the date hereof.

Twoco is an oil and gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves primarily in the Province of Alberta. Twoco has 71,073,729 Common Shares issued and outstanding as at today's date.

Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including the anticipated use of the net proceeds of the Equity Financing. The intended use of the net proceeds of the Equity Financing by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Twoco's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, operational risks in exploration and development, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and the ability to access sufficient capital from internal and external sources. Although Twoco believes that the expectations in our forward-looking statements are reasonable, our forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our Annual Information Form and other documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Twoco does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Twoco Petroleums Ltd.
    Wayne A. Malinowski
    President and Chief Executive Officer
    (403) 231-8653
    (403) 237-6048 (FAX)