GALE FORCE PETROLEUM TO BE REINSTATED TO TRADING; CLOSES DEBT RESTRUCTURING, $1.5 MILLION REFINANCING AND THREE ACQUISITIONS IN TRUST

Wednesday, February 10th, 2010
Montreal, February 10, 2010 – Gale Force Petroleum Inc. (TSX Venture: GFP, the “Corporation”) today announced that it has closed in trust a series of transactions to conclude the restructuring of its debts, re-finance the Corporation and acquire new properties.  These transactions were previously announced on September 25, 2009 and on January 20, 2010.

SHARE CONSOLIDATION & REINSTATEMENT TO TRADING

The shares of the Corporation were consolidated on a basis of one (1) new share for each fifty (50) old shares.  There are now an aggregate 1,243,187 common shares of the Corporation issued and outstanding.  The Corporation has been advised that trading in the post-consolidated shares of the Corporation are scheduled to be reinstated effective the opening Friday, February 12, 2010 on the TSX Venture Exchange.

SERIES OF TRANSACTIONS

The Corporation today announced that it has closed several transactions in trust (the “Transactions”) which, in the aggregate, should permit the Corporation to stave off insolvency and provide a viable future for the Corporation.

The Transactions are summarized in point form as follows (greater details are provided below):

•    Three purchase agreements have been closed in trust to purchase oil and gas properties in Texas, Oklahoma and Tennessee with estimated future cash flows from proved reserves estimated at $12.4 million;

•    To finance the property acquisitions and to complete its restructuring, the Corporation has closed in trust a first tranche of CA$1,507,500 out of a maximum CA$3,500,000 in a private placement of shares issued at a price of twenty-five cents (CA$0.25) per share and one half-warrant per share with an exercise price of thirty-seven and one half cents (CA$0.375) and a term of one year.

•    A new agreement was closed in trust with the holders of the Corporation’s CA$1,830,000 secured loan to:

o    Write-down CA$980,000;
o    Convert CA$400,000 into 1,600,000 common shares of the Corporation at a price of twenty-five cents (CA$0.25) per share; and
o    Convert the balance of CA$450,000 into Series I Preferred Shares, convertible into up to 1,800,000 common shares of the Corporation;

The Corporation has received the conditional approval from the TSX Venture Exchange for the closing of the Transactions, which requires the Corporation to meet various conditions, including the filing on SEDAR of a full disclosure document providing all pertinent details about the purchase of the target assets (the “Filing Statement”). The Corporation anticipates filing such Filing Statement on or about the end of February, 2010, at which time the Transactions will be released from escrow.  The Transactions will therefore be held in trust until these requirements are met.

TRANSACTION DETAILS

Revised New Conditional Agreement for the Discharge of the Corporation’s Secured Loan

The Corporation’s new agreement with the holders of its CA$1,830,000 secured loan (the “Lenders”) is to write-down CA$980,000 of the loan, convert CA$400,000 of the loan into 1,600,000 common shares of the Corporation issued at a price of twenty-five cents (CA$0.25) per share and convert the balance of CA$450,000 into Series I Preferred Shares, such preferred shares being convertible into up to 1,800,000 common shares of the Corporation provided that the number of common shares acquired by the principal Lender, Primatlantis Capital, L.P. (“Primatlantis”), upon any such conversion, when combined with the number of Common Shares owned or controlled, directly or indirectly, by Primatlantis prior to the conversion, does not exceed ten percent (10%) of the shares issued and outstanding of the Corporation (collectively, the “Revised New Conditional Agreement”).

The Revised New Conditional Agreement is conditional upon the Corporation closing the other Transactions. Of the total 3,400,000 common shares of the Corporation that may be issued to the Lenders, under separate agreements, directors and officers of the Corporation will have the right to purchase 560,000 common shares from the Lenders until February 28, 2011 at a price of twenty-five cents (CA$0.25) per share.

Until the release from escrow of the Transactions, one of the secured Lenders, Primatlantis shall provide interim financing to the Corporation of approximately $200,000 over and above the value of the secured loan, which the Corporation shall use mainly to make advance payments towards the purchase of the acquisitions described below, and which shall be repaid to the Lenders in priority to any other disbursements upon closing of the private placement.

Private Placement


To finance the acquisitions (described in greater detail below), and to complete its restructuring, the Corporation has closed in trust a tranche of $1,507,500 out of a maximum $3,500,000 in a private placement of units (the “Units”) issued at a price of twenty-five cents (CA$0.25) per Unit, comprised of one common share of the Corporation (the “Common Shares”) and one-half (1/2) warrant per Common Share (the “Warrants”).

Of the $1,507,500 raised in this tranche, insiders of the Corporation or entities under their control subscribed for a total $140,000.

Between 6,030,000 Units and 14,000,000 Units in total will be issued as part of the private placement.  Each whole Warrant shall entitle its holder to purchase one (1) common share of the Corporation for twelve (12) months from the closing date at a purchase price of thirty-seven and one half cents (CA$0.375) per common share (the “Warrant Shares”).

In connection to the closing of the $1,507,500 tranche of the private placement, the Corporation shall pay finder’s fees comprised of $106,500 in cash and $19,250 via the issuance 79,000 Units, to several finders at arms-length to the Corporation and all parties involved in the related transactions.

The Corporation may also pay further finder’s fees equal to up to 10% of any additional gross proceeds of the financing, a portion of which may be paid through the issuance of Units.

Property Purchases

The Corporation has entered into agreements to purchase three property assets.

Please note that the definitions of “proved reserves”, “proved developed reserves”, “proved developed non-producing reserves”, “proved undeveloped”, “probable reserves” and “possible reserves” used herein are consistent with the Canadian Oil and Gas Evaluator’s Handbook in compliance with Canadian National Instrument 51-101.  Please also note that 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, and the estimated values disclosed herein do not represent fair market value.

The three property asset acquisitions the Corporation purchased are as follows:
(1)    Acquisition #1. The Corporation has closed in trust the purchase of a 100% working interest with an 80% net revenue interest in an oil property in East Texas with 6 non-producing wells on 1,200 gross acres (1,200 net acres) (the “Wells Ranch Property”).

In a report titled “Evaluation of Reserves Attributable to Gale Force Petroleum in J.C. Wells Field, Wood County, Texas” prepared as at December 1, 2009, the reserves of the Wells Ranch Property were estimated by an independent qualified reserves evaluator, Waterson Calhoun, P. Eng., at Crest Engineering Services***, as described in the following table:



































































Oil Reserves for the Wells Ranch Property



Reserve Category



Light & Medium Oil



Heavy Oil



Net Present Value of Future Net Revenues Before Income Taxes (10% Discount Rate)**



Gross


(bbls)



Net


(bbls)



Gross


(bbls)



Net


(bbls)



Undeveloped



68,900



51,700



0



0



$2,491,000



Total Proved



68,900



51,700



0



0



$2,491,000



Probable



20,900



15,700



5,800



4,400



$330,000



Total Proved Plus Probable



89,800



67,400



5,800



4,400



$2,821,000



Possible



23,000



17,300



6,700



5,000



$375,000



Total Proved Plus Probable Plus Possible



112,800



84,700



12,500



9,400



$3,196,000



*The reserves were estimated using NYMEX (WTI) prices of $76,72 for 2009, $81,08 for 2010 and $85,71 for 2011, held constant thereafter, with a price differential of -$15 per barrel for Sub Clarksville production and -$3.50 for Paluxy production, such differentials being held constant for the life of the reserves.
**All reserves quantities are undiscounted estimates; only the Net Present Value of Future Net Revenues in the last column of the table are discounted estimates.
***Waterson Calhoun, P.Eng, is a consultant to the Corporation who works regular with the Corporation to evaluate reserves and operations on its properties.
The consideration for the Wells Ranch Property purchase is US$100,000 in cash and CA$100,000 via the issuance of 400,000 common shares of the Corporation issued at a price of twenty-five cents (CA$0.25) per share.

The Vendor of the Wells Ranch Property is at arms-length to the Corporation.

(2)    Acquisition #2. The Corporation has closed in trust the purchase of a 75.5% working interest with an 80% net revenue interest in a second oil property in East Texas with 27 non-producing well bores on 900 gross acres (680 net acres) (the “Pine Mills Property”).

In a report titled “Evaluation of Reserves Attributable to Gale Force Petroleum in Pine Mills Field, Wood County, Texas” prepared as at December 1, 2009, the reserves of the Pine Mills Property were estimated by an independent qualified reserves evaluator, Waterson Calhoun, P.Eng at Crest Engineering Services***, as described in the following table:




















































Oil Reserves for the Pine Mills Property



Reserve Category



Heavy Oil



Net Present Value of Future Net Revenues Before Income Taxes (10% Discount Rate)**



Gross


(bbls)



Net


(bbls)



Developed Non-Producing



26,400



16,700



$379,000



Total Proved



26,400



16,700



$379,000



Probable



57,100



35,800



$688,000



Total Proved Plus Probable



83,500



52,500



$1,067,000



Possible



440,700



275,300



$5,044,000



Total Proved Plus Probable Plus Possible



524,200



327,800



$6,111,000



*The reserves were estimated using a discount rate of 10%, using NYMEX prices of $76,72 for 2009, $81,08 for 2010 and $85,71 for 2011, held constant thereafter, with a price differential of -$18.39 per barrel, such differentials being held constant for the life of the reserves.
**All reserves quantities are undiscounted estimates; only the Net Present Value of Future Net Revenues in the last column of the table are discounted estimates.
***Waterson Calhoun, P.Eng, is a consultant to the Corporation who works regular with the Corporation to evaluate reserves and operations on its properties.
The consideration for the Pine Mills Property is the assumption of approximately US$500,000 in short-term, unsecured trade payables.
The Vendor of the Pine Mills Property is at arms-length to the Corporation.

(3)    Acquisition #3. The Corporation has closed in trust the purchase of 100% of the shares of Buccaneer Energy Corporation, LLC, a private oil and gas company based in Dallas, Texas (“Buccaneer”), which has oil and gas properties located in Texas, Oklahoma and Tennessee.
Buccaneer’s oil and gas assets are mainly 100% working interest holdings, and one 20% working interest in a non-operated property, with 10 producing wells and 15 non-producing wells on a total of 5,970 gross acres (2,620 net acres), and such assets also include operating equipment, including one workover rig, as well as two operating subsidiaries that hold no assets but are the registered entities that operate Buccaneer’s properties in Texas and Oklahoma.

In a report titled “Appraisal of Certain Oil and Gas Properties Owned by Buccaneer Energy Corporation Located in Oklahoma, Tennessee, and Texas” as at October 1, 2009, Buccaneer’s oil and gas reserves were estimated by an independent qualified reserves evaluator, Michele K. Mudrone, P.Eng, at MKM Engineering, using a discount rate of 10%, and using NYMEX prices until 2019 held constant thereafter* as described in the following table:



















































Oil and Gas Reserves of Buccaneer Energy Corporation



Reserve Category



Light & Medium Oil



Natural Gas



Net Present Value of Future Net Revenues Before Income Taxes (10% Discount Rate)**



Gross


(bbls)



Net


(bbls)



Gross


(Mcf)



Net


(Mcf)



Developed Producing



45,000



36,000



302,000



237,000



1,751,000



Developed Non-producing



145,000



113,000



617,000



481,000



5,436,000



Undeveloped



74,000



58,000



417,000



328,000



2,292,000



Total Proved



264,000



207,000



1,336,000



1,046,000



9,479,000



*The reserves were estimated using NYMEX (WTI) prices of $70. 27 for 2009, $70.94 for 2010 and $75.76 for 2011, etc., with a price adjustment to the NYMEX prices that is indexed to the monthly average of the daily closing prices received on the properties at the Cushing, Oklahoma delivery point.
**All reserves quantities are undiscounted estimates; only the Net Present Value of Future Net Revenues in the last column are discounted estimates.

The consideration for the purchase of Buccaneer is:

(i)    The issuance 6,543,421 common shares of the Corporation issued at twenty-five cents (CA$0.25) per share with a total issuance value of CA$1,635,855, out of which 1,164,680 common shares are applied to discharge CA$291,170 (US$276,612) in liabilities of Buccaneer simultaneous with the closing;

(ii)    The issuance of CA$256,073 in preferred shares of the Corporation, such preferred shares being convertible into up to 1,024,291 common shares of the Corporation, out of which CA$234,474 (US$222,750) of the preferred shall issued be paid to discharge liabilities of Buccaneer simultaneous with the closing;

(iii)    The issuance of 672,340 warrants to purchase common shares of the Corporation for a term of one year and an exercise price of thirty-seven and one half cents (CA$0.375) per common share; and

(iv)    The assumption of approximately US$1,294,844 in gross liabilities, which is calculated as US$1,794,206 total liabilities as at December 31, 2009 less the US$499,362 that shall be repaid and discharged by the issuance of common shares and preferred shares at closing (see sub-paragraphs (i) and (ii) above).  The net working liabilities assumed is US$833,034, which can be calculated as US$301,560 current assets less US$161,328 in current liabilities, less US$808,796 in long-term bank debt, less US$164,520 in shareholder advances; this can otherwise be calculated as US$1,275,061 in gross liabilities, less US$160,200 in deferred income taxes, less US$301,560 in current assets.

The total “deemed consideration” for Buccaneer and all its assets, including its current assets, is therefore CA$3,254,922 (CA$1,635,855 in common shares, CA$256,073 in preferred shares and CA$1,362,993 in total liabilities using an exchange rate of CAD/USA=0.95) .

The largest shareholder of Buccaneer, Mr. Chip Langston, who will become an officer of the Corporation upon the closing of the transaction, will be the sole recipient of the preferred shares, and these preferred shares shall only be convertible into common shares of the Corporation provided that the number of common shares acquired by Mr. Langston upon any such conversion, when combined with the number of Common Shares owned or controlled, directly or indirectly, by Mr. Langston prior to the conversion, does not exceed five percent (5%) of the shares issued and outstanding of the Corporation.

The following table shows historical summary financial information for Buccaneer:



















































































































Balance Sheets



As atJune 30, 2009


(audited)



As at December 31, 2009


(unaudited)



Current Assets



$624,206



$301,560



Capitalized Exploration and Development



$3,599,630



$4,158,690



Oil and Gas Services Equipment



$250,000



$195,833



TOTAL Assets



$4,473,836



$4,656,083



Current Liabilities



106,922



161,328



Liabilities to be Paid in Shares at Closing*



499,362



499,362



Shareholder Advances**



87,840



164,520



Bank Note at 6% (variable interest)



752,000



808,796



Deferred Income Taxes



160,200



160,200



TOTAL Liabilities



$1,606,324



$1,794,206



TOTAL Shareholder’s Equity



$2,867,512



$2,861,877



Income Statements for the Year ended



For the Year Ended


June 30, 2009


(unaudited)



For the Six Months Ended


December 31, 2009


(unaudited)



Oil and Gas Revenues



$514,123



$164,253



Other Revenues



4,754



27,200



TOTAL Revenues



518,877



$191,453



Severance Taxes



36,463



9,978



Lease Operating Expenses



315,439



19,417



General & Administrative



195,808



91,014



Depreciation, Depletion and Amortization



304,013



50,450



Interest Expense



55,419



16,170



NET Income



($388,265)



$4,425




*These liabilities are composed of US$339,145 in shareholder advances of Buccaneer and a US$180,000 payable, which shall be repaid at closing via the issuance of 1,164,680 common shares of the Corporation to discharge CA$291,170 (US$276,612) of liabilities and CA$255,298 (US$242,533) in preferred shares convertible into up to 1,021,192 shares of the Corporation out of the total consideration paid by the Corporation for Buccaneer.
**Of the Shareholder Advances debt assumed, US$107,145 shall be repaid in the short-term after closing; the balance of US$57,375 is a long-term unsecured note bearing 6% interest.

More thorough financial disclosure about Buccaneer shall be provided prior to closing the Transactions when the Corporation publishes the Filing Statement on or about the end of February, 2010, at which time the Transactions will be released from escrow.

Upon the release from escrow of the Transactions, three new persons will join the Corporation:

(1)    Mr. Chip Langston, will become the President and CEO and a director of the Corporation.  Mr. Langston has over 30 years experience in executive and operational management in the public and private oil and gas companies.  In 1979, Mr. Langston was a key principal of TransWestern, a TSX listed oil and gas company, which was sold in 1983 at a profit. In 1989, Mr. Langston was a also key principal of Search Exploration, a NASDAQ listed company, which was sold at a profit in 1993 to a junior major. Mr. Langston’s has since built private oil companies, including Buccaneer.

(2)    Mr. Steve Hood, will become a director of the Corporation.  Mr. Hood is a professional director, having throughout his career helped grow small private and public companies in to large companies, mainly in the insurance, healthcare and investments industries.

(3)    Mr. Eddie Loudon, P. Geol, will become a director of the Corporation. Mr. Loudon has 30 years of experience managing oil and gas companies and performing geological research, with a focus in Texas.

Upon the addition of Messrs. Langston, Hood and Loudon, the Board of Directors and Officers of the Corporation will be as follows:









































Board of Directors



Officers



Michael McLellan – Executive Chairman



Chip Langston – President and CEO



Roman Boyko – Chairman of Audit Committee



Michael McLellan – Executive Chairman



Guillaume Dumas



Antoinette Lizzi – Vice-President and CFO



Mazen Haddad



Michael McLellan – Corporate Secretary



Steve Hood





Chip Langston





Antoinette Lizzi





Eddie Loudon






STOCK OPTION PLAN

The Corporation has amended its stock option plan and issued stock options under the new plan.  The Amended Stock Option Plan permits the Corporation to issue up to 125,000 options (post-share-consolidation), which is less than 10% of shares of the Corporation issued and outstanding. The Corporation issued options to purchase an aggregate 125,000 shares of the Corporation at a price of $0.25 (post-share-consolidation), which expire at latest on February 11, 2015; 25,000 option to each of the Corporation’s directors.  The Amended Stock Option Plan and the issuance of options are subject to the approval of the TSX Venture Exchange.

TRANSACTIONS SUMMARY

The table below displays an example of the capital structure of the Corporation following the closing of the Transactions:








































































Shareholder Group



Securities



Quantity


(Issued or Underlying)



Issue / Exercise / Conversion Price



Existing Shareholders



Common Shares



1,243,187



-



Secured Lender



Common Shares



1,600,000



$0.25



Acquisitions



Common Shares



6,943,421



$0.25



Private Placement ($1,507,500)



Common Shares



6,030,000



$0.25



TOTAL Common Shares I&O





15,816,608





Warrants



Warrants



3,687,340



$0.375



Employee Options



Options



1,186,246



TBD



Secured Lenders



Series I Preferred Shares



1,800,000



$0.25



Mr. Chip Langston



Series I Preferred Shares



1,024,291



$0.25



TOTAL Fully Diluted





23,514,485





Following the closing of the Transactions, management of the Corporation considers that the restructuring of the Corporation completed. The restructuring has resulted in the elimination of the Corporation’s secured loan, a substantial increase in the size and potential of the Corporation’s oil and gas reserves, and sufficient working capital and cash flow from operations to continue as a going concern.

Forward looking statements:

Statements included herein, including those that express management's expectations or estimates of our future performance, constitute "forward-looking statements" within the meaning of applicable securities laws.  Forward-looking statements – especially but not limited to any geological or reservoir information not supported by a NI 51-101 report – are  based on assumptions and estimates that are subject to various risks and uncertainties including but not limited to geological risk, engineering risks, market risk and the risks disclosed under the heading "Business Risks" in the Corporation's periodic filings with Canadian securities regulators, including most recently in its Management Discussion and Analysis for the annual exercise ended June 30, 2009 available on SEDAR. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Corporation does not assume the obligation to update any forward-looking statements.

“Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”

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