Warrior Energy N.V.
TSX VENTURE : WEN

Warrior Energy N.V.

December 08, 2010 20:18 ET

Warrior Energy N.V. Announces Debt Settlement Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 8, 2010) - Warrior Energy N.V. ("Warrior") (TSX VENTURE:WEN) announces that it has entered into a Debt Settlement Agreement dated December 8, 2010 (the "Agreement") with Warrior Oil & Gas Holdings Inc. ("WOGH"), a wholly-owned subsidiary of Warrior, XXL Energy Corp. ("XXL") and Exxel Energy (USA) Inc. ("Exxel"), a wholly-owned subsidiary of XXL. Pursuant to the Agreement, Warrior, WOGH, Exxel and XXL agreed to settle US$3,003,716 (the "Outstanding Amount"), consisting of: (i) US$2,000,000 promissory note (the "Note") issued by Exxel and acquired by WOGH, (ii) US$500,000 extension fee under a loan modification agreement dated November 24, 2008 (the "Modification Agreement") between WOGH and Exxel, and (iii) US$503,716 in interest as prescribed under the Modification Agreement up to November 30, 2010, owing from Exxel to WOGH in consideration for: (i) payment by Exxel to WOGH of US$600,000 in cash, subject to adjustment as described in the Agreement, and (ii) transfer by Exxel to WOGH of certain producing natural gas well interests independently valued at US$1,400,000 (the "Transferred Interests") located in the State of Wyoming (collectively, the "Debt Settlement Transaction").

Gordon Nielsen is a common director of Warrior, WOGH, Exxel and XXL, and he is also an officer of Warrior and WOGH. As well, both Warrior and XXL have a common shareholder with holdings greater than 10% in Warrior and with holdings greater than 10% in XXL. Therefore, the Debt Settlement Transaction constitutes a non-arm's length transaction. Accordingly, Warrior has obtained a formal valuation of the Transferred Interests and will seek approval from the majority of the minority shareholders. The Debt Settlement Transaction is also subject to the approval of the TSX Venture Exchange.

Management believes that the Debt Settlement Transaction, which will result in cash and producing assets being transferred to the Company will allow management to focus on improving operational efficiencies.

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

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