Twoco Petroleums Ltd. Announces Issuance of Common Shares

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES,
TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS 


Twoco Petroleums Ltd. ("Twoco" or the "Company") (TSX VENTURE:TWO) announces
that it has issued 439,199 common shares in the capital of the Company ("Common
Shares") at a deemed price of $0.1561 per Common Share pursuant to the Company's
option to pay interest accrued on its $3.4 million principal amount of
redeemable, convertible, unsecured 8% debentures ("2011 Convertible Debentures")
in Common Shares. The 2011 Convertible Debentures bear interest at the rate of
8% per annum, payable commencing June 30, 2011 and quarterly thereafter and will
mature on December 31, 2012 (the "Maturity Date"). The Company has the option to
pay interest accrued on the 2011 Convertible Debentures in Common Shares at a
deemed price per Common Share based on the 20 day weighted average market price
of the Common Shares at the time payment of such interest becomes due. The 2011
Convertible Debentures will be convertible into Common Shares at the holder's
option at any time prior to the Maturity Date at a conversion price equal to
$0.324 per share. The Company will have the ability to redeem the Convertible
Debentures in certain circumstances where an offer or business combination is
made to acquire Common Shares. The Common Shares issued as payment for the
interest accrued as of December 31, 2011 on the 2011 Convertible Debentures have
a hold period expiring April 30, 2012. 


Twoco is an oil and gas company engaged in the exploration for, and the
acquisition, development and production of, oil and natural gas reserves
primarily in the Province of Alberta. Twoco has 72,167,294 common shares issued
and outstanding as at today's date.


Forward-Looking Statements: 

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"). By their nature,
forward-looking statements are subject to numerous risks and uncertainties, some
of which are beyond Twoco's control, including the impact of general economic
conditions, industry conditions, volatility of commodity prices, currency
fluctuations, imprecision of reserve estimates, environmental risks, operational
risks in exploration and development, competition from other industry
participants, the lack of availability of qualified personnel or management,
stock market volatility and the ability to access sufficient capital from
internal and external sources. Although Twoco believes that the expectations in
our forward-looking statements are reasonable, our forward-looking statements
have been based on factors and assumptions concerning future events which may
prove to be inaccurate. Those factors and assumptions are based upon currently
available information. Such statements are subject to known and unknown risks,
uncertainties and other factors that could influence actual results or events
and cause actual results or events to differ materially from those stated,
anticipated or implied in the forward-looking statements. As such, readers are
cautioned not to place undue reliance on the forward-looking statements, as no
assurance can be provided as to future results, levels of activity or
achievements. The risks, uncertainties, material assumptions and other factors
that could affect actual results are discussed in our Annual Information Form
and other documents available at www.sedar.com. Furthermore, the forward-looking
statements contained in this document are made as of the date of this document
and, except as required by applicable law, Twoco does not undertake any
obligation to publicly update or to revise any of the included forward-looking
statements, whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this document are expressly
qualified by this cautionary statement.


This news release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act ")), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws.