Westchester Resources Inc.

Westchester Resources Inc.

April 05, 2006 08:00 ET

Westchester Resources Announces Closing of Private Placement Financing

TORONTO, ONTARIO--(CCNMatthews - April 5, 2006) -


Proceeds to be used for Daly Field drilling program

Westchester Resources Inc. (TSX VENTURE:WSR) ("Westchester" or the "Company") is pleased to announce that it has raised $2,575,000 pursuant to its brokered financing originally announced on March 7, 2006 and increased on March 14, 2006, subject to final approval of the TSX Venture Exchange. In connection with the financing, Westchester issued 3,333,333 flow-through common shares (the "Flow-Through Shares") at a price $0.30 per Flow-Through Share and 7,000,000 units (the "Units") at a price of $0.225 per Unit. Each Unit consists of one common share of Westchester and one share purchase warrant. Each share purchase warrant may be exercised to acquire one common share of Westchester at a price of $0.30 for a period of 12 months, provided that if after August 5, 2006, the closing price of the common shares of Westchester on the principal market on which such shares trade is equal to or exceeds $0.50 for 20 consecutive trading days, Westchester may provide written notice to the warrant holder that the expiry date shall accelerate to the date which is the later of 30 days following the date of delivery of the written notice and the date a press release is issued by Westchester announcing the reduced expiry date. All of the securities issued and issuable in connection with the financing have a hold period expiring August 5, 2006.

Proceeds from the private placement will be used to fund the Company's drilling activities in the Daly Field in Manitoba, where Westchester holds a 50 percent working interest in drilling leases totalling approximately 2,700 acres through a Joint Venture with Aspen Group Resources Corp. Consulting geologists and engineers have estimated that the properties contain up to 25 drilling locations that could accommodate multiple wells targeting zones in the Lodgepole and Bakken formations. The Joint Venture has secured a long-term lease on a drilling rig, which is currently being moved to the first drilling location. Drilling is expected to begin within approximately seven days.

In connection with the financing, Westchester issued 775,000 broker warrants to Jones Gable & Company Limited. Each broker warrant is exercisable for one Unit at a price of $0.225 for a period of 12 months.

Westchester Resources Inc. is an independent oil and gas exploration company. Westchester's operations are focused North America. The Company's shares trade on the TSX Venture Exchange under the symbol "WSR".

Forward Looking Statements - Certain information regarding Westchester set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Westchester's control, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, risks associated with the uncertainty of reserve estimates, currency fluctuations and exploration risk. In addition, there can be no assurance that the flow rate estimated herein can be maintained with the testing conducted. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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