Ripper Restructures Private Placement
Ripper Oil and Gas Inc.
1620 – 609 Granville Street, Vancouver, BC V7Y 1C3
RIPPER RESTRUCTURES PRIVATE PLACEMENT
Vancouver, BC, Canada – April 13, 2012 – Ripper Oil & Gas Inc. (the “Company”) (TSX‐V: RIP.H) announces that it has amended the terms of its private placement, previously announced on April 3, 2012. Subject to regulatory approval, the Company will now complete a non‐brokered private placement (the “Offering”) of up to 10,000,000 subscription receipts at a price of $0.06 per subscription receipt for gross proceeds of up to $600,000.
The proceeds of the financing will be held in escrow pending completion of a consolidation of the Company’s common shares on a 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.
The Emprise Special Opportunities Fund, Limited Partnership (the "Emprise 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.
On Behalf of the Board of Directors
Contact:
Scott Ackerman President Phone: (778) 331‐8505
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.
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