VANCOUVER, Aug. 20 /PRNewswire-FirstCall/ - Heartland Oil and Gas Corp. (OTCBB:HOGC - News) announces that it has entered into agreements for equity private placements of US$12,000,000. ADVERTISEMENT     Under the terms of one of the private placements, Heartland has agreed to sell 2,754,695 Units at a purchase price of $3.20 per Unit, for total aggregate proceeds of $8,815,024. Each Unit is comprised of one share of common stock and one stock purchase warrant to purchase one-half of one share of common stock for the additional consideration of $3.84 per share for three years. The offering is expected to close within two business days. Heartland will be obligated to file a registration statement with the Securities and Exchange Commission within 60 days of the closing. The registration statement will qualify the resale of the shares of Heartland's common stock issued in the private placement and the shares which are issuable upon exercise of the warrants.
  The Company has also entered into agreements in principle relating to the issuance and sale of 995,305 Units at a purchase price of $3.20 per Unit for total aggregate proceeds of $3,184,976. Each Unit is comprised of one share of Series A Preferred convertible shares and one stock purchase warrant to purchase one-half of one share of common stock for the additional consideration of $3.84 per share. Each preferred share is convertible into one common share for no additional consideration. The closing of the preferred share offering is subject to the company entering into definitive agreements and amending its authorized capital to create the class of preferred shares, which requires shareholder approval. The preferred shares will not bear interest.
  The placement agent for the each of the offerings was Irvine-based C. K. Cooper & Company.
  The funds will be used to further the development of Heartland's Forest City Basin Coal Bed Methane ("CBM") project, to acquire additional CBM acreage and for general working capital.
  Heartland has now completed the drilling of its first five well program on its Engleke acreage and expects the wells to be completed and flowing by mid September 2003.
  The shares issued in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act of 1933. |