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Published on 10/4/2005 in the Prospect News PIPE Daily.

New Issue: Guardian Exploration plans C$3 million private placement of units

By Sheri Kasprzak

New York, Oct. 4 - Guardian Exploration Inc. said it plans to raise C$3 million in a private placement as part of its business combination agreement with Black Hat Capital Inc.

The combination is contingent upon Guardian completing a private placement of up to 6,666,667 units at C$0.45 each.

The units are comprised of one share and one half-share warrant. The whole warrants are exercisable at C$0.75 each for one year.

The two companies intend to combine to form a new oil and natural gas exploration and development company.

Guardian and Black Hat are both based in Calgary, Alta.

Issuer:Guardian Exploration Inc.
Issue:Units of one share and one half-share warrant
Amount:C$3 million (maximum)
Units:6,666,667 (maximum)
Price:C$0.45
Warrants:One half-share warrant per unit
Warrant expiration:One year
Warrant strike price:C$0.75
Pricing date:Oct. 3
Stock price:C$0.39 at close Sept. 9 (last trade for Black Hat)

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