Ranger Energy Ltd. Announces Transaction with North Sea Energy Inc.

RANGER ENERGY LTD. ("Ranger" or the "Corporation") (TSX VENTURE:RGG) is pleased
to announce that it has entered into a letter of intent dated July 5, 2011 (the
"Letter of Intent") with North Sea Energy Inc. ("NSE") under which Ranger will
combine with NSE (the "Transaction") through the issuance of common shares of
Ranger ("Ranger Shares") in exchange for all the issued and outstanding shares
of NSE.


NSE, along with its wholly owned UK subsidiaries, Echo Exploration Limited,
North Sea Energy (UK) Limited and North Sea Energy UK (No 2) Limited, is an
independent oil and gas company formed in February 2007 with a strategy of
building a portfolio of exploration, appraisal and producing assets in the UK
North Sea. Currently, NSE is producing light oil from the Jacky field, located
in the Inner Moray Firth off the Scottish coast. NSE is evaluating the
development of its Polly field located 2.5 km SE of the Beatrice field and is
actively investigating other exploration and appraisal targets in the UK North
Sea.


The Transaction, when completed, is intended to be a reverse take-over for the
purposes of the requirements of the TSX Venture Exchange (the "TSX-V") and to
enable the Corporation to qualify as a Tier 1 Oil & Gas Issuer on the TSX-V.
None of the insiders of Ranger or their associates and affiliates has any
interest in the business of NSE or is otherwise an insider of, or has any
relationship with, NSE or its direct or indirect shareholders, and the
Transaction is not a "Non Arm's Length Transaction" as defined under TSX-V
policies.


The Ranger Shares to be issued to the shareholders of NSE in the Transaction
will be issued pursuant to exemptions from the prospectus requirements of
applicable securities legislation, may be subject to resale restrictions as
required under the applicable securities legislation and certain shares may be
subject to escrow conditions as required by the TSX-V.


The parties have agreed to use their best efforts to complete the Transaction by
the earliest possible date. Further information regarding the Transaction will
be disseminated in a subsequent news release as soon as further details are
available regarding the definitive terms of the business combination.


About North Sea Energy Inc.

North Sea Energy Inc. was incorporated on February 13, 2007 under the Ontario
Business Corporations Act. NSE's registered and head office is located at 36
Toronto Street, Suite 1170, Toronto, Ontario M5C 2C5. The internet address of
NSE is www.northseaenergy.ca.


NSE is engaged through its wholly-owned subsidiaries, North Sea Energy (UK)
Limited ("NSE UK"), North Sea Energy (UK No2) Limited ("NSE UK No2") and Echo
Exploration Limited ("Echo") in the exploration and development of oil and gas
properties in the United Kingdom's Continental Shelf ("UKCS"). Production,
exploration and development activities are focused within the Inner and Outer
Moray Firth and the central North Sea of the UKCS. NSE aims to increase oil
production from the further exploration and development of its existing license
blocks in the North Sea.


NSE acquired Echo, which participated in the United Kingdom's 26th Seaward
Licensing Round, administered by the UK Department of Energy and Climate Change
(the "DECC") and was subsequently awarded three Promote Licenses P.1866 (the
"13/28b License"), P.1876 (the "22/5c License") and P.1870 (the "15/21d
License"). Sproule International Limited has been retained by NSE to complete a
resource evaluation on all acquired blocks. It is expected that this report will
be completed in the near future and the information from that report will be
disseminated at that time.


To date, NSE UK has acquired: (i) a 10% working interest in block 12/21c (the
"Jacky Production"); (ii) a 20% working interest in block 12/26c (the "Polly
Development"); and (iii) a 13.3% working interest in block 11/29 (the
"Manuel-Terry Prospect"); all of which are governed under United Kingdom Seaward
Production License P.1392. Also with its acquisition of Echo on March 30, 2011,
NSE now has a 50% working interest in UK Blocks 13/28b ("Bobcat Prospect"),
Block 22/5c ("Bass Prospect") and Block 15/21d ("Bluebird and Blackbird
Prospects") situated in the UKCS. Two further licenses are expected to be
awarded in the second half of 2011, subject to DECC approval. On one license NSE
UK No2 is expected to hold a 20% working interest, on the other license Echo is
expected to hold a 50% working interest. A firm budget will not be established
for either of the prospects until awarded.


NSE's resource information is summarized in the tables below and is taken from
an evaluation dated effective December 31, 2010, prepared by Sproule Associates
Limited (the "Sproule Report"). The Sproule report includes the Jacky Production
reserves only. The estimates of reserves and future net revenue for individual
properties may not reflect the same confidence level as estimates of reserves
and future net revenue for all properties, due to the effects of aggregation.
The Sproule Report has been prepared using assumptions and methodology
guidelines outlined in the Canadian Oil and Gas Evaluation Handbook (the "COGE
Handbook") and in accordance with National Instrument 51-101 - Standards of
Disclosure for Oil and Gas Activities ("NI 51-101"). The future net revenue
values disclosed below do not represent fair market value.


Oil Reserves and Future Net Revenues Based on Forecast Prices and Costs as at
December 31, 2010 (4)




                                                      Estimated Net Present 
                       Remaining                              Values Before 
                        Reserves                               Income Taxes 
                       (Mbbls(i))                               (US$million)
                       -----------------------------------------------------
                                                   Discounted at            
                           Gross   Net          0%        5%     10%     15%
                       -----------------------------------------------------
Light/Medium Oil                                                            
Proved                       205   205       5,469    5,365   5,244   5,113 
 Developed/Undeveloped                                                      
Producing(1)                                                                
 Total Probable (2)           53    53         909      913     889     853 
                       -----------------------------------------------------
 Total Proved plus                                                          
  Probable                   258   258       6,379    6,278   6,133   5,966 
 Total Possible (3)           91    91       4,503    4,156   3,851   3,585 
                       -----------------------------------------------------
Total Proved plus             
 Probable plus                                                              
 Possible                    348   348      10,882   10,434   9,984   9,551 
(i)Mbbls = thousands of                                                     
 barrels                                                                    

                                         Estimated Net Present Values After 
                                                               Income Taxes 
                                                                (US$million)
                       -----------------------------------------------------
                                           Discounted at                    
                                    0%              5%        10%        15%
                       -----------------------------------------------------
Light/Medium Oil                                                            
Proved                           5,469          5,365      5,244      5,113 
 Developed/Undeveloped                                                      
Producing(1)                                                                
 Total Probable (2)                909            913        889        853 
                       -----------------------------------------------------
 Total Proved plus                                                          
  Probable                       6,379          6,278      6,133      5,966 
 Total Possible (3)              4,503          4,156      3,851      3,585 
                       -----------------------------------------------------
Total Proved plus                
 Probable plus                                                              
 Possible                       10,882         10,434      9,984      9,551 
(i)Mbbls = thousands of                                                     
 barrels                                                                    



Notes:

1. Proved reserves are those reserves that can be estimated with a high degree
of certainty to be recoverable. It is likely that the actual remaining
quantities recovered will exceed the estimated proved reserves. 


2. Probable reserves are those additional reserves that are less certain to be
recovered than proved reserves. It is equally likely that the actual remaining
quantities recovered will be greater or less than the sum of the estimated
proved plus probable reserves. 


3. Possible reserves are those additional reserves that are less certain to be
recovered than probable reserves. There is a 10% probability that the quantities
actually recovered will equal or exceed the sum of proved plus probable plus
possible reserves. 


4. The forecast prices and costs assumptions assume the continuance of current
laws and regulations and increases in terminal selling prices, and take into
account inflation with respect to future operating and capital costs. In the
Sproule Report, operating costs are assumed to escalate at 2.0 per cent per
annum. Crude oil prices as forecast by Sproule effective December 31, 2010, are
as follows: 




Year        WTI Cushing                IPE Britain     Exchange   Inflation 
                     (a) UK Brent (b)       NBP (c)        Rate        Rate 
               Oklahoma                                                     
            ($US/bbl(i)) ($US/bbl(i))   ($US/MMBTU) ($US/GBP UK)      (%/Yr)
----------------------------------------------------------------------------
Historical                                                                  
----------------------------------------------------------------------------
2004              41.42        38.30          2.57         1.83         1.4 
----------------------------------------------------------------------------
2005              56.46        54.45          6.67         1.82         1.3 
----------------------------------------------------------------------------
2006              66.09        65.15          9.12         1.84         1.5 
----------------------------------------------------------------------------
2007              72.27        72.57          5.87         2.00         2.0 
----------------------------------------------------------------------------
2008              99.59        97.06         11.37         1.85         1.0 
----------------------------------------------------------------------------
2009              61.63        61.52          5.38         1.57         2.0 
----------------------------------------------------------------------------
2010              79.43        79.48          3.89         1.55         1.0 
----------------------------------------------------------------------------
                                                                            
                                                                            
Forecast                                                                    
----------------------------------------------------------------------------
2011              88.40        87.15          5.54         1.66         1.5 
----------------------------------------------------------------------------
2012              89.14        87.87          5.84         1.66         1.5 
----------------------------------------------------------------------------
2013              88.77        87.48          6.01         1.66         1.5 
----------------------------------------------------------------------------
2014              88.88        87.58          5.16         1.66         1.5 
----------------------------------------------------------------------------
2015              90.22        88.89          5.24         1.66         1.5 
----------------------------------------------------------------------------
                        Escalation rate of 1.5%                             
                        thereafter                                          

(i)bbl = barrels

Notes:

(a) 40 Degrees API, 0.4 per cent sulphur. 

(b) 38 Degrees API, 1.0 per cent sulphur. 

(c) International Petroleum Exchange British National Balancing Point. 

Total Future Net Revenue (Undiscounted) 
as of December 31, 2010 
Forecast Prices and Costs

                                                                            
                                                                       Well 
                                                                Abandonment 
                                          Operating Development     / Other 
                    Revenue    Royalties      Costs       Costs       Costs 
Reserves                                                                    
 Category               (M$)         (M$)       (M$)        (M$)        (M$)
----------------------------------------------------------------------------
Proved               17,909            0      7,448       3,932       1,060 
----------------------------------------------------------------------------
Proved +                                                                    
 Probable            22,531            0     11,128       3,932       1,092 
----------------------------------------------------------------------------
Proved +                                                                    
 Probable                               
 +Possible           30,547            0     14,624       3,932       1,108

                                                                            
                         Future Net                              Future Net 
                     Revenue Before                           Revenue After 
                       Income Taxes        Income Taxes        Income Taxes 
Reserves                                                                    
 Category                       (M$)                (M$)                (M$)
----------------------------------------------------------------------------
Proved                        5,469                   0               5,469 
----------------------------------------------------------------------------
Proved +                                                                    
 Probable                     6,379                   0               6,379 
----------------------------------------------------------------------------
Proved +                                                                    
 Probable                    10,882                   0              10,882 
 +Possible                                                                  



M$ = thousand dollars



        Summary of Net Present Values of Future Net Revenue        
                      as of December 31, 2010                      
                     Forecast Prices and Costs                     
-------------------------------------------------------------------
                                                                   
                              Before Income Taxes                  
                            Discounted at (%/Year)                 
-------------------------------------------------------------------
Reserves Category         0       5     10     15     20    Future 
                        (M$)   (M$)    (M$)   (M$)   (M$) Net Val. 
                                                                   
                                                            10%/yr 
                                                            ($/BOE)
-------------------------------------------------------------------
Proved Developed                                                   
 Producing            4,837   4,838  4,822  4,795  4,761     39.21 
-------------------------------------------------------------------
Proved Developed                                                   
 Non-Producing            0       0      0      0      0         0 
-------------------------------------------------------------------
Proved Undeveloped      632     527    422    318    218      5.14 
-------------------------------------------------------------------
Total Proved          5,469   5,365  5,244  5,113  4,979     25.58 
-------------------------------------------------------------------
Probable                909     913    889    853    810     16.94 
-------------------------------------------------------------------
Total Proved +                                                     
 Probable             6,379   6,278  6,133  5,966  5,789     23.82 
-------------------------------------------------------------------
Possible              4,503   4,156  3,851  3,585  3,354     42.39 
-------------------------------------------------------------------
Total Proved +                                                     
 Probable + Possible 10,882  10,434  9,984  9,551  9,143     26.66 
-------------------------------------------------------------------
M$ = thousand dollars     BOE = barrels of oil equivalent



Development Activities:

Polly Development

In February 2008, NSE UK participated in the drilling of the 12/26c-5 well which
penetrated the Beatrice A sands and proved moveable oil in place (sample
recovered to surface). Due to environmental considerations, the well was not
tested but remains suspended for possible use in a Polly Development Field. The
oil is of Beatrice type (sweet, waxy 38 degrees  API) and is contained in the
Beatrice reservoir sand equivalents in the Polly Development.


NSE and its joint venture partners are currently evaluating a development plan
to put Polly on production in 2012. The Polly development plan is to drill a
directional well updip from the Polly discovery, possibly from the Beatrice
Bravo platform which lies 2.5 kilometres to the south of the Beatrice field. The
Beatrice Bravo production platform was originally scheduled to be decommissioned
in 1996; however, with the reconnection to the Beatrice field through the
t-junction of the Jacky transportation pipeline, it was brought back into
production in 2009.


The estimated development capital net to NSE for the first phase of development
expenditures for Polly is approximately $10 million. NSE intends to update its
current resource report compliant with assumptions and methodology guidance
outlined in the COGE Handbook and in accordance with NI 51-101 on the Polly
Development.


Exploration Activities:

NSE has budgeted an amount of $500,000 for the remainder of 2011 to evaluate and
further advance its exploration prospects towards drill ready targets.


Bluebird and Blackbird Prospects (Block 15/21d)

The Bluebird Prospect is an oil exploration prospect in the central Moray Firth
Basin located between two producing fields. The prospect was originally tested
by the 15/21b-50 well which encountered a net 87 feet of oil pay at a maximum
rate of 5700 bopd of 28 degrees  oil. A review of the drill stem test data is
required, followed by reprocessing of an existing 3-D survey.


The Blackbird Prospect is a terrace lead in the southern part of the block which
will be worked up after the Bluebird Prospect.


Bobcat Prospect (Block 13/28b)

The Bobcat Prospect is an oil exploration prospect in the Inner Moray Firth that
was originally tested by the 13/28b-8 well that encountered oil shows. To prove
the extent and thickness of the Punt sandstone formation to the west, further
geophysical studies are required prior to selection of a drill target.


Bass Prospect (Block 22/5c)

The Bass Prospect is a gas condensate exploration prospect in the Central North
Sea located between two existing fields which are currently in production. A
prominent gas cloud can be seen on seismic immediately updip of the prospect.
Geologic and geophysical investigation of the sand distribution is required
prior to making a drilling commitment.


Manuel-Terry Prospect (Block 11/29)

The Manuel-Terry Prospect is located in the Inner Moray Firth. After drilling an
uncommercial well in 2008, the joint venture is now in the process of
recalibrating the existing 2-D seismic data set to the new well data and to
further evaluate the geology and geophysical information to identify a new
prospective lead. It will then be decided if a new seismic survey, possibly 3-D,
should be recorded/purchased. Future exploration activities also include the
drilling of another well at the Terry lead.


Financial Position

As at March 31, 2011, NSE had a cash balance of $7,981,639, total assets of
$27,090,554 and total liabilities of $7,301,429 (of which $3,165,157 were
current liabilities).


Based on consolidated financial statements prepared by management for the
quarter ended March 31, 2011, NSE had oil revenue of $2,233,222 and operating
expenses of $1,295,855, and a net income for the quarter ended March 31, 2011 of
$60,712.


As at December 31, 2010, NSE had a working capital surplus of $6,231,925, total
assets of $28,493,525 and total liabilities of $8,600,629 (of which $3,942,466
were current liabilities).


Based on audited consolidated financial statements for the year ended December
31, 2010, NSE had oil revenue of $21,885,326 and operating expenses of
$6,305,390, and a net income of $2,952,323.


NSE currently has 36,418,333 common shares outstanding. The following
persons/corporations own, directly or indirectly, more than 10% of the common
shares of NSE:




--  The Magma Fund owns directly 32.95% of the common shares on a non-
    diluted basis and 28.09% on a diluted basis. The Magma Fund is
    controlled by Hubert-Lance Huet. 
--  Craig Anderson owns directly and indirectly 8.24 % on a non-diluted
    basis, and 11.71% of the common shares on a diluted basis. 



As at June 30, 2011, NSE has outstanding 6,300,000 stock options.

Transaction Terms

The purchase price for common shares of NSE will be satisfied by the issuance of
approximately 546,306,757 Ranger Shares. In addition, outstanding share purchase
warrants and stock options of NSE will be exchanged or converted into an
equivalent number of Ranger share purchase warrants and stock options using the
same exchange ratio applied for number of securities and price. Ranger currently
has outstanding 39,011,810 Ranger Shares, 6,250,000 share purchase warrants and
2,018,330 stock options.


With the issuance of shares pursuant to the agreement with NSE, there will be
585,318,567 Ranger Shares outstanding.


In connection with the Transaction, after the acquisition, all outstanding
Ranger Shares, warrants and options will be consolidated (the "Consolidation")
on the basis of one post-Consolidation Ranger Share for every 10
pre-Consolidation Ranger Shares. Based on the foregoing, upon completion of the
Transaction and the Consolidation, the Corporation is expected to have a total
of 58,531,857 common shares issued and outstanding, 625,000 common shares
reserved for issuance pursuant to the exercise of share purchase warrants and
9,651,833 common shares reserved for issuance pursuant to the exercise of stock
options. Of the issued shares, 93.13% are expected to be held by existing NSE
shareholders and 6.87% are expected to be held by existing Ranger shareholders
on a fully-diluted basis.


Those shares of the Corporation to be issued to NSE shareholders who become
principals of the Corporation are expected to be subject to TSX-V escrow
requirements.


As at March 31, 2011, Ranger had approximately $952,650 of cash balance and NSE
had approximately $7,981,639 of cash balance. Upon completion of the Transaction
the working capital of the Corporation is expected to be used for seismic,
drilling, geological and geophysical works and production sharing contract
costs.


Sponsorship

Sponsorship of the Transaction is required by the TSX-V unless exempt in
accordance with TSX-V policies. The Corporation is currently reviewing the
requirements for sponsorship and expects that it will apply for an exemption
from such requirements. There is no assurance that Ranger will ultimately obtain
an exemption from sponsorship.


Board of Directors and Executive Officers on Completion of the Transaction

Subject to any necessary shareholder and regulatory approvals, the board of
directors and officers of the Corporation, upon the completion of the
Transaction, will be as follows:


J. Craig Anderson, President, Chief Executive Officer and Director 

Hubert-Lance Huet, Chairman of the Board and Director 

William Powers, Chief Operating Officer and Director

C. Brent Austin, Chief Technical Officer and Director

Ian D. Lambert, Secretary and Director 

David M. Antony, Director 

Ian Lisseter, Chief Exploration Officer 

Petya Popova, Chief Financial Officer

Summary Biographies of the Board of Directors and Executive Officers

The background of each of the aforementioned persons is as follows:

J. Craig Anderson, BSc. CFA - President, Chief Executive Officer and Director

Mr. Anderson, as President and Chief Executive Officer, has managed NSE since
founding it in February 2007. He has over 18 years of experience in financial
services with extensive experience financing junior natural resource companies.
He carries several financial designations including the Chartered Financial
Analyst as well as the Canadian Investment Manager. He is also a member of the
Institute of Directors in London, England, is a Fellow of the Canadian
Securities Institute and was recently elected to the board of the Canadian Red
Cross, Toronto Region. In February 2009, he joined the board of directors of
Trade Winds Ventures, a gold exploration company listed as part of the 2011 TSX
Venture 50.


Hubert-Lance Huet - Chairman of the Board

Mr. Huet is the founder and Chief Executive Officer of HFinance and H Capital
Group, a Geneva-based fund group that specializes in alternative asset
management. Mr. Huet completed his undergraduate studies at the University of
Oxford prior to obtaining an MBA at Insead in 1989. He worked as a financial
consultant at Bain & Co and a portfolio manager at ING and prior to founding H
Capital Group, as Chief Investment Officer of Huet et Cie. He is a member of the
Geneva Petroleum Club and a director of Arctic Oil and Manych Oil as well as
chairman of Asian Property Investments and Destination Properties.


William Powers, BSc, CD - Chief Operating Officer and Director

Mr. Powers, a geophysicist by training, has been active in both international
and domestic oil and gas upstream operations for over 40 years; initially as a
Geophysicist with Shell Canada and Sarawak Shell. Subsequently, as a consultant,
he supplied technical, operational and financial project management for offshore
programs to Chevron, Amoco, ExxonMobil, BHPBilliton, PetroCanada, Sherritt
International, and EnCana. Mr. Powers has held senior management positions with
Geosignal Exploration in Calgary and Enertec Geophysical, where he established
the Houston office and conducted a large 3-D, 3000 channel transition zone
acquisition program for Conoco. Additionally, he has participated on teams that
have drilled and evaluated wells located offshore Venezuela, in the South China
Sea, offshore Gabon, in the Gulf of Suez, the Gulf of Mexico and offshore
Eastern Canada.


C. Brent Austin, BSc, P.Eng - Chief Technical Officer and Director

Mr. Austin, a petrophysical engineer by training, has been active in the
domestic and international oil and gas industry for over 42 years. As a
petrophysical engineer with Shell Canada initially, and later as a consultant
with Intercomp on the reservoir evaluation and simulation of most of the major
oilfields in the Middle East including Ghawar, Kirkuk and Dahra Hofra. In the
late 1990's as GM International E&P for PanCanadian Petroleum Brent led the
teams that secured PCP's first operated concessions in Venezuela and offshore
Brazil and drilled the company's first wells, as an operator, in the Dutch
sector of the North Sea and off the Northwest Shelf of Australia. In 2000-2001,
his UK team discovered the billion barrel Buzzard Field in addition to securing
a very favorable acquisition of a large interest in the Scott-Telford production
complex. Mr. Austin also acts as the Chairman of NSE's Technical Oversight
Committee.


Ian D. Lambert, B.Comm - Secretary and Director

Mr. Lambert has over thirty years of experience in the management and financing
of public companies. Having previously spent five years at Mobil Oil in Calgary,
Alberta, his current positions include President and Director of Trade Winds
Ventures Inc. a gold exploration company listed for the last 21 years and is
currently part of the 2011 TSX Venture 50. He is also a Director of Sunorca
Development Corp. (energy, oil & gas projects). Prior to this period, Mr.
Lambert spent several years with Cominco LTD., Macmillan Bloedel Ltd. and the
consulting arm of Deloitte Touche.


David M. Antony, CA - Director

Mr. Antony is a Chartered Accountant and is currently the Chief Executive
Officer of Ranger. Mr. Antony has over 15 years experience in assisting
companies in structuring transactions, accessing capital, and corporate
governance. In the last five years, Mr. Antony has been Chief Executive Officer
of Southern Pacific Resource Corp. where he continues as Chairman of the board
of that company. He is currently also a director of Ranger, Blackhawk Resource
Corp. and Paramax Resources Ltd., all publicly traded junior resource companies.


Ian Lisseter, MSc - Chief Exploration Officer

Mr. Lisseter, a senior petroleum geologist, has been active in the international
and domestic oil and gas industry for over 38 years. With extensive experience
in E&P opportunity evaluations, as the Senior Geological Advisor for Challenger
Minerals North Sea since 2005, Mr. Lisseter reviewed 60 to 80 opportunities
annually resulting in approximately ten farm-in offers and an average of five
completed deals. Mr. Lisseter spent 20 years at Conoco UK Ltd. from 1979 to 1999
as Geological Advisor and Exploration Team Leader. Along with his prospect
evaluation and generation acumen, Ian brings UKCS Exploration Operational
experience to NSE through his time working as a senior geologist with
ADTI/Transocean, the world's largest offshore drilling contractor. He is also
president and a director of Echo Exploration Limited.


Petya Popova, BAS, CA - Chief Financial Officer

Ms. Popova, a Chartered Accountant, has over five years experience working as a
Senior Accountant at Vincent Zaffino Chartered Accountants on both domestic and
international files. Ms. Popova has been with NSE since August 2010, joining the
company as Financial Controller and assuming the CFO role in May 2011. She is a
member of the Canadian Institute of Chartered Accountants and Institute of
Chartered Accountants of Ontario.


Conditions to the Completion of the Transaction

The obligations of Ranger and NSE to consummate the Transaction are subject to,
among other things: (i) the receipt of all necessary regulatory including TSX-V
approvals; (ii) the receipt of all necessary shareholder and board of director
approvals; (iii) the confirmation of the representations and warranties of each
party; (iv) the absence of any material adverse effect on the financial and
operational condition or the assets of each of the parties; (v) the delivery of
standard completion documentation; and (vi) other conditions which are by
precedent customary for a transaction such as the Transaction. The conditions
listed above are for the benefit of, and maybe waived by, Ranger and NSE as they
relate to the obligations of the other party to perform or obtain the same. In
connection with the transaction, Ranger will pay an arms-length finder's fee of
$150,000. The finder's fee is payable upon the closing of the Transaction. The
finder's fee is subject to TSX-V acceptance.


Resumption of Trading

It is anticipated that trading of the Ranger Shares will remain halted pending
satisfaction of all applicable requirements of the TSX-V.


All information provided in this news release related to NSE has been provided
by management of NSE and has not been independently verified by management of
Ranger.


Reader Advisory

This press release should not be considered a comprehensive summary of the
Transaction. Additional information required by the TSX-V will be disseminated
at a future date following a satisfactory review by the TSX-V.


Investors are cautioned that, except as disclosed in the Management Information
Circular to be prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of Ranger
should be considered highly speculative.


Trading of the Ranger Shares will remain halted pending receipt and review by
the TSX-V of acceptable documentation regarding the combined entity following
completion of the Transaction. The proposed Transaction has not been approved by
the TSX-V and remains subject to TSX-V approval.


Completion of the Transaction is subject to a number of conditions, including
but not limited to, TSX-V acceptance. The Transaction cannot close until the
required approvals are obtained. There can be no assurance that the Transaction
will be completed as proposed or at all.


Except for statements of historical fact, this news release contains certain
"forward-looking information" within the meaning of applicable securities law.
Forward-looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions "may" or "will"
occur. In particular, forward-looking information in this press release
includes, but is not limited to, statements with respect to timing and
completion of the due diligence relating to the Transaction, the entering into
of the transaction and financing documents and the satisfaction of the
conditions precedent to the Transaction (including receipt of TSX-V approval),
oil reserves and future revenues. Although we believe that the expectations
reflected in the forward-looking information are reasonable, there can be no
assurance that such expectations will prove to be correct. We cannot guarantee
future results, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same, in whole or in
part, as those set out in the forward-looking information.


Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those anticipated in the forward-looking information.
Some of the risks and other factors that could cause the results to differ
materially from those expressed in the forward-looking information include, but
are not limited to: general economic conditions in Canada, the United States, UK
and globally; industry conditions, including fluctuations in the prices of oil
and natural gas; governmental regulation of the oil and gas industry, including
environmental regulation; unanticipated operating events or performance which
can reduce production or cause production to be shut in or delayed; failure to
obtain industry partner and other third party consents and approvals, if and
when required; competition for and/or inability to retain drilling rigs and
other services; the availability of capital on acceptable terms; the need to
obtain required approvals from regulatory authorities; stock market volatility;
volatility in market prices for oil and natural gas; liabilities inherent in oil
and natural gas operations; competition for, among other things, capital,
acquisitions of reserves, undeveloped lands, skilled personnel and supplies;
incorrect assessments of the value of acquisitions; geological, technical,
drilling, processing and transportation problems; changes in tax laws and
incentive programs relating to the oil and gas industry; failure to realize the
anticipated benefits of acquisitions and dispositions; and the other factors.
Readers are cautioned that this list of risk factors should not be construed as
exhaustive.


The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. We undertake no duty to update any of
the forward-looking information to conform such information to actual results or
to changes in our expectations except as otherwise required by applicable
securities legislation. Readers are cautioned not to place undue reliance on
forward-looking information.


Barrels of oil equivalent (boe) may be misleading, particularly if used in
isolation. A boe conversion ratio of six thousand cubic feet (mcf) of natural
gas to one barrel (bbl) of oil is based on an energy conversion method primarily
applicable at the burner tip and is not intended to represent a value
equivalency at the wellhead. All boe conversions in this press release are
derived by converting natural gas to oil in the ratio of six thousand cubic feet
of natural gas to one barrel of oil. Certain financial amounts are presented on
a per boe basis, such measurements may not be consistent with those used by
other companies.


The TSX Venture Exchange has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of this press
release.