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TEX.A Texalta Petroleum Ltd.

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Last Updated: -
Delayed by 15 minutes
Share Name Share Symbol Market Type
Texalta Petroleum Ltd. TSXV:TEX.A TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

PetroFrontier Corp. and Texalta Petroleum Ltd. Complete Business Combination

31/05/2011 11:34pm

Marketwired Canada


THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO ANY UNITED
STATES NEWS SERVICES.


PetroFrontier Corp. ("PetroFrontier") (TSX VENTURE:PFC) and Texalta Petroleum
Ltd. ("Texalta") (TSX VENTURE:TEX.A) and are pleased to announce that they have
closed the previously announced acquisition of Texalta by PetroFrontier by way
of a plan of arrangement pursuant to the provisions of the Business Corporations
Act (Alberta) (the "Transaction"). Pursuant to the Transaction, PetroFrontier
issued an aggregate of 15,444,732 common shares of PetroFrontier ("PFC Shares")
and paid $10,000,000 in cash consideration on a pro rata basis for the
acquisition of all of the issued and outstanding class "A" common shares of
Texalta (the "Texalta Shares"). PetroFrontier also issued an aggregate of
222,457 PFC Shares to holders of Texalta options in exchange for the
cancellation of such options and the 1,500,000 outstanding Texalta warrants were
continued/replaced with 675,000 PetroFrontier warrants at an exercise price of
$2.00 per share and otherwise on the same terms and conditions as the Texalta
warrants.


After completion of the Transaction, there are 63,483,156 PFC Shares issued and
outstanding on a non-diluted basis.


The Transaction has been conditionally accepted by the TSX Venture Exchange Inc.
("TSX Venture"). Final acceptance of the TSX Venture is subject to the
satisfaction of a number of usual conditions. In connection with closing of the
Transaction, Texalta has applied to delist the Texalta Shares from the TSX
Venture and will make an application under applicable securities laws for
Texalta to be cease to be a reporting issuer in the applicable provinces of
Canada.


About PetroFrontier

PetroFrontier is an international oil and gas company engaged in the
exploration, acquisition and development of both conventional and unconventional
onshore petroleum assets in Australia's Southern Georgina Basin. Founded in
2009, PetroFrontier is one of the first companies to undertake onshore
exploration in the Southern Georgina Basin in Australia's Northern Territory.
PetroFrontier's head office is based in Calgary, Alberta and operations office
is in Adelaide, South Australia.


About Texalta

Texalta is a Calgary based company engaged in the exploration, acquisition and
development of prospective oil & gas properties in Saskatchewan and Alberta,
Canada. Texalta's wholly owned subsidiary, Texalta Australia Pty. Ltd. holds a
50 percent working interest in EP 103 and EP 104, covering 5.7 million gross
acres of prospective land in the Southern Georgina Basin, Northern Territory,
Australia.


Forward-Looking Statements

This press release contains forward-looking information that involves
substantial known and unknown risks and uncertainties, most of which are beyond
the control of PetroFrontier and Texalta, including, without limitation,
statements pertaining to the approval of the TSX Venture, the delisting of the
Texalta Shares and the application to cease to be a reporting issuer by Texalta.
Should one or more of these risks or uncertainties materialize, or should
assumptions underlying the forward-looking information prove incorrect, actual
results, performance or achievements could vary materially from those expressed
or implied by the forward-looking information. Accordingly, prospective
investors should not place undue reliance on these forward-looking statements. A
description of assumptions used to develop such forward-looking information and
a description of risk factors that may cause actual results to differ materially
from forward-looking information can be found in PetroFrontier's and Texalta's
disclosure documents on the SEDAR website at www.sedar.com and in the
information circular dated May 2, 2011 in connection with the Transaction. Any
forward-looking statements are made as of the date of this release and, other
than as required by applicable securities laws, neither PetroFrontier nor
Texalta assume any obligation to update or revise them to reflect new events or
circumstances. 


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


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