Ripper Completes Private Placement
Ripper Oil and Gas Inc.
1620 – 609 Granville Street, Vancouver, BC V7Y 1C3
RIPPER COMPLETES PRIVATE PLACEMENT
Vancouver, BC, Canada – April 20, 2012 – Ripper Oil & Gas Inc. (the “Company”) (TSX-V: RIP.H) announces that it has closed the private placement originally announced on April 3, 2012, and amended on April 13, 2012. Under the terms of the private placement (the “Offering”), the Company issued 10,000,000 subscription receipts at a price of $0.06 per subscription receipt for gross proceeds of $600,000.
The proceeds of the financing are being held in escrow pending completion of a consolidation of the Company’s common shares on an 8 old for 1 new 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 post-consolidated common share and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional post consolidated common share at a price of $0.10 per share for a period of 12 months from the date the warrants are issued.
All securities issued in the private placement will be subject to a hold period expiring on August 21, 2012.
As part of the private placement, The Emprise Special Opportunities Fund, Limited Partnership ("Emprise LP") has subscribed for and acquired ownership and control of 9,225,000 subscription receipts of the Company. As a result of Emprise LP's subscription, and subject to necessary regulatory and shareholder approvals to the conversion of the subscription receipts, upon conversion Emprise LP will have ownership and direction or control over 9,225,000 common shares of the Company, representing 73.2% of the issued and outstanding common shares of the Company (or 18,450,000 common shares and 84.5%, assuming exercise of Emprise LP's share purchase warrants). Neither the Company nor, to the knowledge of the Company after reasonable inquiry, Emprise LP, has knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
The Company has been advised that the securities are being purchased by Emprise LP for investment purposes. In addition to the subscription in the private placement, the Company has been advised that securities of the Company may be acquired or disposed of by Emprise LP, through the market of otherwise, as circumstances or market conditions warrant.
The Company has scheduled a Special Meeting for May 25, 2012, to be held in Vancouver, BC. At the Special Meeting, shareholders will be asked to approve the change of control resulting from this private placement.
The proceeds of the private placement, once released from escrow, will be used to settle current indebtedness and for working capital purposes.
For more information, contact Scott Ackerman at (778) 331-8505
On Behalf of the Board of Directors of
RIPPER OIL & GAS INC.
Scott Ackerman President
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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.
Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward-looking statements, including without limitation those relating to the Company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.