CONNACHER ANNOUNCES TENDER OFFER FOR 11¾% FIRST LIEN SENIOR SECURED NOTES DUE 2014 AND 10¼% SECOND LIEN SENIOR SECURED NOTES DUE 2015

CALGARY, May 10 /CNW/ - Connacher Oil and Gas Limited ("Connacher" or the "Company") (TSX: CLL) today announced that it has commenced cash tender offers (each, an "Offer" and collectively, the "Offers") and consent solicitations with respect to any and all of the US$200,000,000 aggregate outstanding principal amount of its 11¾% First Lien Senior Secured Notes due 2014 (the "2014 Notes") and the US$587,340,000 aggregate outstanding principal amount of its 10¼% Second Lien Senior Secured Notes due 2015 (the "2015 Notes" and together with the 2014 Notes, the "Notes"). In conjunction with the Offers, Connacher is soliciting noteholder consents (each, a "Consent Solicitation" and collectively, the "Consent Solicitations") to effect certain amendments to the indentures governing the Notes.

The Offers are scheduled to expire at 12:00 Midnight, New York City time on June 7, 2011, unless extended by the Company or earlier terminated (the "Expiration Date"). Noteholders who provide consents to the proposed amendments will receive a consent payment (a "Consent Payment") per US$1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Offers if they provide their consents prior to 5:00 p.m., New York City time, on May 23, 2011, unless such date is extended or earlier terminated (the "Consent Payment Deadline"). The total consideration to be paid for each US$1,000 principal amount of 2014 Notes validly tendered and not validly withdrawn before the Consent Payment Deadline will be US$1,070, which includes a Consent Payment of US$30 per US$1,000 principal amount of 2014 Notes. The total consideration to be paid for each US$1,000 principal amount of the 2015 Notes validly tendered and not validly withdrawn before the Consent Payment Deadline will be US$1,095, which includes a Consent Payment of US$30 per US$1,000 principal amount of 2015 Notes. Noteholders tendering after the Consent Payment Deadline and prior to the Expiration Date will be eligible to receive only US$1,040 per US$1,000 principal amount of 2014 Notes and US$1,065 per US$1,000 principal amount of 2015 Notes that are validly tendered and not validly withdrawn.

In addition, holders whose Notes are accepted for purchase in the Offers shall receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date to, but not including, the applicable settlement date. Upon the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement (as defined below), payment for Notes validly tendered and not withdrawn before the Consent Payment Deadline and accepted for purchase will be made promptly following the business day on which both (i) the Consent Payment Deadline has occurred and (ii) all conditions to the Offers have been satisfied or waived (the "Initial Settlement Date"). The Initial Settlement Date is currently expected to be May 31, 2011.

The obligations to accept for payment or to pay for any Notes or make any Consent Payments pursuant to the Offers and Consent Solicitations are conditional on, among other things, the following:

• the tender of Notes and receipt of consents representing at least a majority of the aggregate principal amount of each series of Notes outstanding on or prior to May 23, 2011, and
  
  
• the completion of one or more secured debt financings on terms acceptable to the Company and in an amount that is sufficient to pay the purchase price in respect of all Notes tendered, including accrued and unpaid interest, plus estimated fees and expenses relating to the Offers and Consent Solicitations.

Connacher has retained Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC to serve as Dealer Managers for the Offers and the Consent Solicitations. Requests for additional copies of documents may be directed to D.F. King & Co., Inc., the Depositary and the Information Agent for the Offers and Consent Solicitations, at (800) 549-6746. Questions regarding the Offers and Consent Solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 or (212) 538-2147 or RBC Capital Markets, LLC at (877) 381-2099 or (212) 618-7822.

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offers and Consent Solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated May 10, 2011.

http://www.newswire.ca/en/releases/archive/May2011/10/c2960.html

Cheeers; Scott