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Published on 10/7/2005 in the Prospect News PIPE Daily.

New Issue: Richards Oil closes C$12.5 million private placement of units, shares

By Sheri Kasprzak

New York, Oct. 7 - Richards Oil & Gas Ltd. said it has completed a C$12.5 million private placement.

The company sold 9,330,029 flow-through shares at C$0.90 each, including a greenshoe for 4 million shares exercised by a syndicate of placement agents led by Octagon Capital Corp. and including Dominick & Dominick Securities Inc. The company also issued 5,470,534 units at C$0.75 each. The underwriters exercised a greenshoe for 10% of the entire offering, as well.

The deal was first announced Aug. 31 as a C$10 million offering of 4 million units at C$0.75 each and a combination of units at C$0.75 each and flow-through shares at C$1.00 each for up to C$7 million.

The units include one share and one half-share warrant. The whole warrants allow for the purchase of an additional share at C$1.00 each for one year and C$1.25 for the remaining six months.

The proceeds will be used for exploration and development. The remainder will be used for working capital.

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

Issuer:Richards Oil & Gas Ltd.
Issue:Units of one share and one half-share warrant; flow-through shares
Amount:C$12.5 million
Greenshoe:For 10% of offering
Placement agents:Octagon Capital Corp. (lead); Dominick & Dominick Securities Inc.
Pricing date:Aug. 31
Settlement date:Oct. 7
Stock price:C$0.82 at close Aug. 31
Stock price:C$1.20 at close Oct. 7
Units
Units:5,470,534
Price:C$0.75
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$1.00 for the first year; C$1.25 for remaining six months
Flow-through shares
Shares:9,330,029 (includes greenshoe for 2.5 million)
Price:C$0.90
Warrants:No

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