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Tuesday, 05/22/2007 9:27:49 PM

Tuesday, May 22, 2007 9:27:49 PM

Post# of 1332
TRISTAR OIL & GAS AND REAL RESOURCES MERGE TO CREATE A GROWTH FOCUSED INTERMEDIATE OIL & GAS PRODUCER

TriStar Oil & Gas Ltd. and Real Resources Inc. have entered into an arrangement agreement that provides for the combination of TriStar and Real to form a new growth-focused intermediate oil and gas exploration and development company with an enterprise value of approximately $1-billion. The combined company will continue under the name TriStar Oil & Gas Ltd. (New TriStar). The combination will be effected by means of a plan of arrangement under the Business Corporations Act (Alberta).

Under the terms of the arrangement agreement, each TriStar shareholder will receive 0.4762 share of New TriStar for each share of TriStar held and each Real shareholder will continue to hold one share of New TriStar for each share of Real held. The transaction will be accomplished on a tax-deferred basis in Canada. TriStar shareholders will own approximately 42 per cent of New TriStar and Real shareholders will own approximately 58 per cent of New TriStar on the close of the transaction.

Brett Herman, currently president and chief executive officer of TriStar, will continue as New TriStar's president and chief executive officer. The remainder of the executive management team of the new company will primarily consist of TriStar's existing management team. The high-quality technical teams at TriStar and Real will be combined to form a highly experienced and successful team that will be focused on exploring and exploiting the new company's exciting asset base.

This executive team brings a successful record of executing value-added asset and corporate acquisitions, executing successful exploitation, exploration and development programs, while maintaining sound financial management and strict cost controls that the new company will rely on in the future.

The board of directors of New TriStar will consist of 10 members including seven representatives from TriStar and three representatives from Real.

"This transaction represents an important step in the planned evolution of TriStar. From our inception in January, 2006, we have been able to assemble a high-quality asset base capable of efficient future growth through the drill bit. We are excited about the growth potential of the combined entity and we look forward to continuing to successfully execute our proven strategy of acquiring, exploiting and exploring," said Mr. Herman.

Lowell Jackson, president and chief executive officer of Real, added, "The combination of TriStar and Real will provide our shareholders with the opportunity to participate in an exciting, high-quality asset base with a management team that has a successful track record of achieving significant per share growth."

The transaction is subject to regulatory approval and the approval by a majority of at least two-thirds of shareholders of both TriStar and Real who vote on the combination. Separate TriStar and Real shareholder meetings for the vote will be held in late July or early August. The two companies expect the transaction to close in early August, 2007, following the mailing of a joint information circular regarding the transaction in late June, 2007, or early July to shareholders of both companies.


K.D.


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