Pearl Exploration and Production Ltd.



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  Oct 26, 2006 - 11:18 ET
Pearl Financing Increased to Cdn $111 Million

  CALGARY, ALBERTA--(CCNMatthews - Oct. 26, 2006) -

NOT FOR DISTRIBUTION TO A US NEWSWIRE SERVICE OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US SECURITIES LAW.

Pearl Exploration and Production Ltd. ("Pearl") (TSX VENTURE:PXX) is pleased to announce that it has agreed to increase the financing announced on October 23, 2006 from Cdn $100 million to Cdn $111 million.

GMP will now market for Pearl, on a best efforts, private placement basis, up to an aggregate of 8,000,000 common shares of Pearl (up from 5,555,555 common shares) at a price of Cdn $4.50 per share for gross proceeds of Cdn. $36,000,000.

In addition, as previously announced, Pearl has entered into an agreement with GMP pursuant to which GMP has offered to place with its clients, on an underwritten basis, an aggregate of 14,444,444 subscription receipts for common shares at a price of $4.50 each, and 1,709,401 subscription receipts for flow through shares at a price of $5.85 each, for gross proceeds of $75,000,000. Each subscription receipt will entitle the holder to acquire one common share or flow-through common share, as applicable, of Pearl, without further action or payment on the part of the holder, concurrently with the closing of the previously announced merger with Atlas.

The proceeds of the financings will be used to pay down the combined debt and fund ongoing capital programs. The private placement is subject to regulatory approval and the underwritten portion thereof is a condition to the proposed Arrangement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Pearl or Atlas within the United States. The securities of Pearl and Atlas have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, the shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under 1933 Act and applicable state securities laws or an exemption from such registration is available.

Forward-looking statements: This document contains statements about expected or anticipated future events and financial results that are forward-looking in nature and as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events, and the Company's capability to execute and implement its future plans. Actual results may differ materially from those projected by management. For such statements, we claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995.

Pearl is a public company focused on delivering disciplined growth by establishing a North American portfolio of oil and gas projects with an emphasis on large resource opportunities. Additional information on Pearl is available on the Company's website at www.pearleandp.com.

Neither the Toronto Stock Exchange nor the TSX Venture Exchange has reviewed, nor do they accept responsibility for, the adequacy or accuracy of this release.

FOR FURTHER INFORMATION PLEASE CONTACT:


Pearl Exploration and Production Ltd.
Gary Guidry
President and Chief Executive Officer
(403) 716-4051
(403) 261-1007 (FAX)
Email: gary.guidry@tykoil.com
Website: www.pearleandp.com

or

Pearl Exploration and Production Ltd.
Arlene Weatherdon
Chief Financial Officer
(403) 716-4051
(403) 261-1007 (FAX)
Email: arlene.weatherdon@tykoil.com

or

Pearl Exploration and Production Ltd.
Gary Hyde
Chief Operating Officer
(403) 716-4063
(403) 261-1007 (FAX)
Email: gary.hyde@tykoil.com

or

Pearl Exploration and Production Ltd.
Sophia Shane
Corporate Development
(604) 806-3575
Email: sophias@namdo.com
 
 

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