Highpine Oil & Gas and Vaquero Energy Plan Merger

Highpine Oil & Gas and Vaquero Energy have entered into a merger agreement, whereby Highpine will acquire all of the issued and outstanding shares of Vaquero pursuant to a Plan of Arrangement to be approved by the Vaquero shareholders no later than June 30, 2005.

Under the Arrangement, shareholders of Vaquero will receive for each common share of Vaquero held 0.391 of a class "A" common share of Highpine. This transaction creates the dominant player in the exciting Pembina Nisku exploration trend in West Central Alberta where both companies have focused their operations.

Highpine will continue to be managed by its current executive team led by Mr. Gordon Stollery, Chairman, President and Chief Executive Officer and Mr. Greg Baum, Executive Vice President and Chief Operating Officer. In addition, Highpine is pleased to announce that Mr. Robert Waldner, President and Chief Executive Officer of Vaquero, has agreed to join the board of directors of Highpine upon the successful completion of the Arrangement.

"I am very excited to be able to announce the merger of Highpine and Vaquero," said Mr. Stollery. "The combination creates significant synergies at Pembina where, on a combined basis, we have the largest land and seismic position, control of infrastructure and facilities, and the most extensive knowledge and experience on the play. In conjunction with the transaction, and as an example of these synergies, I am also able to announce positive test results of the new 9-35 exploration well of which Highpine owns 60% and Vaquero owns 40%."

Mr. Waldner added, "I am extremely proud of the achievements of the Vaquero team over the past 3 1/2 years and the value we have created for our shareholders. In this merger we are able to offer our shareholders the opportunity to continue to participate in the growth in the Pembina area through the stock of Highpine, which pro-forma will have an enterprise value of approximately $1 billion. We have worked closely with Gordon Stollery and the Highpine team in the Pembina area for a number of years and I am very confident in their ability to continue to successfully explore and develop this high impact play in the future. I strongly believe that this combination will benefit both shareholder groups."


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