2012-04-03 14:54 ET - News Release


Mr. Scott Ackerman reports


Subject to regulatory approval, Ripper Oil and Gas Inc. will complete a non-brokered private placement of up to 10 million subscription receipts at a price of five cents per subscription receipt for gross proceeds of up to $500,000. The proceeds of the financing will be held in escrow pending completion of a consolidation of the company's common shares on a 1:12 basis, the company obtaining final TSX Venture Exchange approval to this offering and the company obtaining shareholder approval to the change of control contemplated in this offering.

Upon satisfaction of the escrow conditions, each subscription receipt will automatically convert into one unit of the company for no additional consideration. Each unit will consist of one postconsolidated common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional postconsolidated common share at a price of 10 cents per share for a period of 12 months from the date the warrants are issued.

The Emprise Special Opportunities Fund LP has agreed to subscribe for a number of subscription receipts that, if converted, will result in the Emprise LP owning a control position in the company. The exact number of subscription receipts being acquired by the Emprise LP has not yet been determined. The proceeds of the placement, once released from escrow, will be used to settle current indebtedness and for working capital purposes. The company also announces that it has appointed Scott Ackerman, Rick Cox and Craig Goldenberger to its board. Mr. Ackerman has also been appointed as president, chief executive officer and corporate secretary.

The company wishes to thank former directors and officers R.G. (Jerry) Ball, David Calnan and Michael Storey for their dedication to the company. The company also announces that it will not be proceeding with the proposed dissolution previously announced. Following the satisfaction of the conditions for release of the financing proceeds from escrow, as outlined in this press release, the company will begin investigating new investment and acquisition opportunities.

We seek Safe Harbor.