Richards Oil & Gas Announces Convertible Debenture Private Placement

Richards Oil & Gas Limited

David Thomas, President of Richards Oil & Gas Limited says the company has entered into an agreement with Octagon Capital Corporation for a 5-year convertible subordinated unsecured debenture ("Debenture") private placement financing up to $6.5 million. The Debenture will accrue interest at 8%, payable semi-annually. During the entire term of the Debenture, the Debenture may be converted into common shares by the debenture holder, at escalating prices starting at $1.65 in years 1 and 2, $1.82 in year 3, $2.00 in year 4 and ending at $2.20 in year 5. The Debenture will not be redeemable at the option of the Corporation on or before June 30, 2008. The Debenture will be redeemable at the option of the Corporation after June 30, 2008 if the average share price, over a 20-day period, equals or exceeds $3.50.

This Debenture replaces and supercedes the equity private placement financing of shares that was previously announced by the Corporation on May 29, 2006.

Proceeds of the private placement will be used for land acquisition, exploration and development of properties and for general corporate purposes. The completion of the private placement is subject to regulatory approval.

Richards Oil & Gas Limited is an oil and gas exploration company, based in Calgary, Alberta, that specializes in the exploration, development and exploitation of CBM properties. Coalbed Methane (CBM) or Natural Gas from Coal (NGC) is technically defined as gas produced naturally by coalification, and found within coal natural gas reservoirs consisting predominately of methane, with smaller amounts of higher hydrocarbons, water vapor, nitrogen, carbon dioxide, or other non-hydrocarbons. The majority of gas is usually physically sorbed within the microporosity and mesoporosity within the organic matrix. The Corporation's management has extensive experience in the development of CBM projects, which it is using to exploit the Corporation's land base and to add and sustain significant value for its shareholders.

The Corporation has assembled a highly prospective CBM land base, comprised of 150.1 sections of land (96,064 acres gross, approximately 48,060 acres net) and containing a portfolio of near to long-term cash flow opportunities, including prospects in the Horseshoe Canyon, Ardley and Mannville CBM coal seams.