Cobalt Announces Proposed Corporate Sale

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.


Cobalt Energy Ltd. ("Cobalt" or the "Company") (TSX VENTURE:CB.A)(TSX
VENTURE:CB.B) is pleased to announce that it has entered into an agreement for
the sale of Cobalt through a proposed plan of arrangement ("Plan of Arrangement"
or "Plan") with Bonterra Oil & Gas Ltd. ("Bonterra") and Bonterra Energy Corp.
to acquire all of the issued and outstanding shares of Cobalt on the following
basis, subject to certain adjustments:


i.) Class A Cobalt shareholders will receive one Bonterra share (with a deemed
value of $16.00 per share) per 71.05 Cobalt Class A shares; and


ii.) Class B Cobalt shareholders will receive one Bonterra share per 11.84
Cobalt Class B shares.


The total transaction value is approximately $5.5 million, including the
assumption of Cobalt's net debt and other obligations. The Board of Directors of
Cobalt have unanimously approved the proposed transaction and, subject to
receipt of an independent fairness opinion, intend to recommend that the
shareholders vote in favour of the proposed transaction. Cobalt has agreed to
pay a non-completion fee not to exceed $400,000 to Bonterra under certain
circumstances. The parties have targeted late April for completion of mutual due
diligence and the execution of definitive transaction documents and confirmation
of certain adjustments to the transaction price. A supplementary press release
will be issued setting out further details of the terms of the proposed
transaction.


Mickey Taylor, President and CEO of Cobalt stated, "This transaction will
benefit Cobalt shareholders by being part of a larger corporation with the
financial strength to capitalize on Cobalt's position at its Pembina core area
and provides asset diversity by adding an extensive inventory of development
opportunities and a long reserve life."


Shareholders of Cobalt will be asked to approve the Plan of Arrangement at a
special meeting of shareholders expected to be scheduled in June 2009. An
information circular detailing the Plan is anticipated to be mailed to Cobalt
shareholders by mid-May. The Plan will require the approval of, amongst others,
66 2/3% of the votes cast by the shareholders and the approval of the Court of
Queen's Bench of Alberta. The transaction may also be subject to TSX Venture
Exchange and other regulatory approvals.


Cobalt is a junior oil and gas exploration and production company operating in
western Canada with current production of approximately 100 boe/d. Cobalt's
Class A and B shares trade on the TSX Venture Exchange under the symbols "CB.A"
and "CB.B", respectively. At March 31, 2009, the Company had 12,309,598 Class A
shares outstanding; 768,500 Class A options; 465,344 Class B shares and
2,143,001 Class A Warrants.


Reader Advisory - This news release contains certain forward-looking statements
relating to completion of a transaction. The reader is cautioned that
assumptions used in the preparation of such information may prove to be
incorrect. All such forward looking statements involve substantial known and
unknown risks and uncertainties, certain of which are beyond the Company's
control. Such risks and uncertainties include, without limitation, risks
associated with oil and gas exploration, development, exploitation, production,
marketing and transportation, loss of markets, volatility of commodity prices,
currency fluctuations, imprecision of reserve estimates, environmental risks,
competition from other producers, tax treatment (including royalties), inability
to retain drilling rigs and other services, delays resulting from or inability
to obtain required regulatory approvals and ability to access sufficient capital
from internal and external sources, the impact of general economic conditions in
Canada, the United States and overseas, industry conditions, changes in laws and
regulations (including the adoption of new environmental laws and regulations)
and changes in how they are interpreted and enforced, increased competition, the
lack of availability of qualified personnel or management, fluctuations in
foreign exchange or interest rates, stock market volatility and market
valuations of companies with respect to announced transactions and the final
valuations thereof, and obtaining required approvals of regulatory authorities.
The Company's actual results, performance or achievements could differ
materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what benefits, including the amount of proceeds, that the Company
will derive therefrom. Readers are cautioned that the foregoing list of factors
is not exhaustive. All subsequent forward-looking statements, whether written or
oral, attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. Furthermore, the
forward-looking statements contained in this news release are made as at the
date of this news release and the Company does not undertake any obligation to
update publicly or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise, except as
may be required by applicable securities laws. BOE or boe/d may be misleading
particularly if used in isolation. A BOE conversion of 6mcf:1bbl is based as an
energy equivalency conversion method primarily applicable at the burner tip and
does not necessarily represent a value equivalency at the well head.