TriStar Oil & Gas and Real Resources Complete Merger to Create a Growth Focused Intermediate Oil & Gas Producer


    Toronto Stock Exchange Symbol "TOG"
    Toronto Stock Exchange Symbol "RER"

    CALGARY, Aug. 16 /CNW/ - TriStar Oil & Gas Ltd. ("TriStar") (TSX:TOG) and
Real Resources Inc. ("Real") (TSX:RER) are pleased to announce that the plan
of arrangement (the "Arrangement") under the Business Corporations Act
(Alberta) involving TriStar and Real has been completed effective August 16,
2007, forming a new intermediate, growth focused exploration and development
company that continues under the name TriStar ("New TriStar" or the
    Pursuant to the Arrangement, each shareholder of TriStar received 0.4762
of a New TriStar share for each share of TriStar held and shareholders of Real
continued to hold one share of New TriStar for each share of Real held. New
TriStar will continue to trade on the TSX under the symbol "TOG". It is
anticipated that the shares of TriStar and Real will be delisted and the
shares of New TriStar will commence trading within two to three business days.
    In order to receive New TriStar shares, TriStar shareholders and Real
shareholders must exchange their share certificates in accordance with the
instructions set forth in the Joint Information Circular of TriStar and Real
dated June 29, 2007 and the accompanying letters of transmittal.
    New TriStar will continue to be led by the TriStar management team
including Brett Herman, President and Chief Executive Officer, Jason Zabinsky,
Vice President, Finance and Chief Financial Officer, Graham Kidd, Vice
President, Engineering, Eric Strachan, Vice President, Exploration and Jeremy
Wallis, Vice President, Land. New TriStar's board of directors (the "Board")
consists of 10 members including Paul Colborne (Chairman), James Bertram, Fred
Coles, Dallas Droppo, Richard Edgar, Brett Herman, Martin Hislop, Robert
Michaleski, Jim Pasieka and Robert Peters.
    "TriStar is very well positioned to grow reserves, production and cash
flow per share through the management team's integrated strategy of acquiring,
exploiting and exploring. We are excited about the growth potential of the new
company as we have a solid development drilling inventory of over 1,400
drilling locations for both light oil and natural gas, and numerous exciting,
high impact exploration prospects including the Bakken play in southeast
Saskatchewan, a number of 3D defined prospects on an extensive undeveloped
land base in west central Alberta and significant Mannville CBM potential,"
said Brett Herman, President and Chief Executive Officer.
    For the remainder of 2007 the Company's drilling program will consist of
a combined, high graded drilling program selected from each of TriStar and
Real's extensive drilling inventories and will be focused on the Company's
high quality development and exploration portfolio in southeast Saskatchewan
(50% of drilling capex), west central Alberta (20% of drilling capex),
southern Alberta (15% of drilling capex) and central Alberta (15% of drilling


    New TriStar has the following key operating and financial

    1.  Enterprise Value                                         C$ Millions
        ----------------                                         -----------
           Total Enterprise Value                                      ~$800

    2.  Long Life Reserves(a)                                          MMBOE
        ---------------------                                          -----
           Total Proved plus Probable                                     49

       (a) TriStar proforma 2007 acquisitions plus TriStar's internal
           evaluation of Real's reserves.

    3.  High Netback Production                                        BOEPD
        -----------------------                                        -----
           2007 Estimated Exit Rate                      greater than 15,250
                                              (60% light oil/40% natural gas)

    4.  Long Reserve Life Index                                        Years
        -----------------------                                        -----
           Proven plus Probable                         greater than 9 years

    5.  Growing Cash Flow Base(b)                                 C$Millions
        -------------------------                                 ----------
           Annualized Cash Flow                                          170

       (b) Assumes US$69 WTI per bbl; C$7.50 AECO GJ pricing; annualized
           production of 15,250 boepd, which is the projected 2007 exit rate

    6.  Shares Outstanding                                          Millions
        ------------------                                          --------
           Basic                                                        68.6
           Fully Diluted                                                72.9

    7.  Solid Balance Sheet                                      C$ Millions
        -------------------                                      -----------
           Q2 Combined Net Debt(c)                            less than $225

       (c) Credit Facility of $300 million; does not include transaction

    8.  Large Inventory                                            Locations
        ---------------                                            ---------
           Development Drilling Locations                 greater than 1,400

    9.  Large Land Base                                Net Acres Undeveloped
        ---------------                                ---------------------
           Current Combined                             greater than 700,000

    2007 GUIDANCE

    TriStar has a high quality, long life asset base with an extensive
inventory of exciting development and exploration assets that have significant
    Based on the excellent drilling results to date, management is pleased to
reiterate its guidance to exit 2007 at a production rate of more than 15,250


    This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information. concerning New TriStar's future growth, prospects and acquisition
potential, increased liquidity and improved cost of capital and financing
flexibility of New TriStar, New TriStar's anticipated 2007 exit rate of
production, New TriStar's expected annualized cash flow for 2007, New
TriStar's aggregate reserves volume and reserve life, New TriStar's net debt
and expected combined capital expenditures for the remainder of 2007. The
forward-looking statements and information are based on certain key
expectations and assumptions made by TriStar and Real, including expectations
and assumptions concerning prevailing commodity prices and exchange rates,
availability and cost of labour and services, the timing of receipt of
regulatory approvals, the performance of existing wells, the success obtained
in drilling new wells, the performance of new wells and the sufficiency of
budgeted capital expenditures in carrying out planned activities. Although
TriStar and Real believe that the expectations and assumptions on which such
forward-looking statements and information are based are reasonable, undue
reliance should not be placed on the forward-looking statements and
information because TriStar and Real can give no assurance that they will
prove to be correct. Since forward-looking statements and information address
future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, the risks associated with the oil and gas industry in general
(e.g., operational risks in development, exploration and production; delays or
changes in plans with respect to exploration or development projects or
capital expenditures; the uncertainty of reserve estimates; the uncertainty of
estimates and projections relating to production, costs and expenses, and
health, safety and environmental risks), commodity price and exchange rate
fluctuations and uncertainties resulting from potential delays or changes in
plans with respect to exploration or development projects or capital
expenditures. These risks are set out in more detail in the Joint Information
Circular of TriStar and Real dated June 29, 2007, TriStar's annual information
form for the year ended December 31, 2006 and Real's annual information form
for the year ended December 31, 2006, all of which can be accessed at
    The forward-looking statements and information contained in this press
release are made as of the date hereof and TriStar and Real undertake no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or
otherwise, unless so required by applicable securities laws.
    Note: Boe means barrel of oil equivalent on the basis of 1 boe to
6,000 cubic feet of natural gas. Boe's may be misleading, particularly if used
in isolation. A boe conversion ratio of 1 boe for 6,000 cubic feet of natural
gas is based on an energy equivalency conversion method primarily applicable
at the burner tip and does not represent a value equivalency at the wellhead.
Boepd means a boe per day.
    This news release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
securities offered have not and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold in the United States except in
certain transactions exempt from the registration requirements of the U.S.
Securities Act and applicable states securities laws. This news release is not
for distribution in the United States.


    %SEDAR: 00023171E

For further information:

For further information: Brett Herman, President and Chief Executive
Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Facsimile: (403)
218-6075; Jason J. Zabinsky, Vice President, Finance and Chief Financial
Officer, TriStar Oil & Gas Ltd., Telephone: (403) 268-7800, Facsimile: (403)

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TriStar Oil & Gas Ltd.

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