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Published on 9/9/2005 in the Prospect News PIPE Daily.

New Issue: Landmark Oil closes C$1.4 million sale of units, prices C$1 million of units

By Sheri Kasprzak

New York, Sept. 9 - Landmark Oil & Gas Corp. has completed a scaled-down private placement for C$1.4 million.

The company sold 28 units of C$50,000 in convertible debentures and a fractional interest in net profits interest in two of Landmark's oil and gas wells, as well as certain parcels of its land.

The 12% debentures mature in two years and are convertible into common shares at C$0.25 each for the first year and C$0.40 each for the second year.

The deal was first announced June 15 as a C$2 million offering of up to 40 units under the same terms.

The proceeds from the deal will be used to fund Landmark's share of the Peace River Arch capital expenditure program. The remainder will be used to repay credit facilities and to provide working capital.

Also, Landmark has also priced another private placement for up to C$1 million.

The latest offering includes up to 5 million units at C$0.20 each. The units are comprised of one flow-through share and one warrant. The warrants allow for the purchase of a non flow-through share at C$0.30 each for two years.

The deal is slated to close Sept. 30.

The proceeds will be used for drilling and development, as well as working capital.

Based in Calgary, Alta., Landmark is an oil and natural gas exploration company.

First issue

Issuer:Landmark Oil & Gas Corp.
Issue:Units of C$50,000 in convertible debentures and a fractional interest in net profits interest in two oil and gas wells and certain parcels of land
Amount:C$1.4 million
Units:28
Maturity:Two years
Coupon:12%
Price:Par
Yield:12%
Conversion price:C$0.25 each for first year; C$0.40 each for second year
Warrants:No
Pricing date:June 15
Settlement date:Sept. 8
Stock price:C$0.20 at close June 15
Stock price:C$0.22 at close Sept. 8
Second issue
Issuer:Landmark Oil & Gas Corp.
Issue:Units of one flow-through share and one warrant
Amount:C$1 million (maximum)
Units:5 million (maximum)
Price:C$0.20
Warrants:One warrant per unit
Warrant expiration:Two years
Warrant strike price:C$0.30
Pricing date:Sept. 8
Settlement date:Sept. 30
Stock price:C$0.22 at close Sept. 8

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