TWO T2 Metals Corp

THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES,
TO UNITED STATES NEWS WIRE SERVICES OR TO UNITED STATES PERSONS


Twoco Petroleums Ltd. ("Twoco" or the "Company") (TSX VENTURE:TWO) announces the
closing of its previously announced private placement equity financing with
Macquarie Private Wealth Inc. (the "Agent") pursuant to the issuance of
10,157,824 common shares in the capital of the Company ("Common Shares") and
994,500 "flow-through" Common Shares within the meaning of the Income Tax Act
(Canada) ("Flow-Through Common Shares") at a price of $0.27 per Common Share and
$0.31 per Flow-Through Common Share for gross proceeds of $3,050,907 (the
"Equity Financing"). 


The Company intends to use the proceeds of the Equity Financing to develop the
Company's Sparky heavy oil property in the Warspite area of Alberta and for
general corporate purposes. The gross proceeds from the issuance of the
Flow-Through Common Shares will be used to incur Canadian Development Expenses
(as such term is defined in the Income Tax Act (Canada)) prior to December 31,
2011 (the "Flow-Through Commitment"). The Company will renounce such Canadian
Development Expenses to the subscribers of the Flow-Through Common Shares
effective on or before December 31, 2011.


All capital expenditures are discretionary. Subject to satisfying the
Flow-Through Commitment and in compliance with the terms of the Commitment
Letter (as defined herein), Twoco will review all capital expenditures on a
regular basis throughout 2011 and adjust spending based on factors such as
changes in commodity prices and drilling and production results.


In consideration for its services in connection with the Equity Financing, the
Agent was paid a fee of $164,500.52 and received options ("Agent Options") to
purchase 780,662 Common Shares exercisable for eighteen months at a price of
$0.27 per Common Share.


The Common Shares and the Flow-Through Common Shares issued pursuant to the
Equity Financing, the Agent Options and the Common Shares issuable pursuant to
the Agent Options are subject to a four month hold period from the date hereof. 


In connection with the Company entering into a commitment letter with its lender
(the "Commitment Letter") further amending the terms of the Company's
$18,000,000 revolving credit facility, the Company completed the previously
announced issuance of 1,296,297 Common Shares (the "Bank Payment Shares") to its
lender at a deemed price of $0.27 per share. The Bank Payment Shares are subject
to a four month hold period from the date hereof. 


Twoco is an oil and gas company engaged in the exploration for, and the
acquisition, development and production of, oil and natural gas reserves
primarily in the Province of Alberta. Twoco has 71,073,729 Common Shares issued
and outstanding as at today's date.


Forward-Looking Statements: 

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"), including the
anticipated use of the net proceeds of the Equity Financing. The intended use of
the net proceeds of the Equity Financing by the Company might change if the
board of directors of the Company determines that it would be in the best
interests of the Company to deploy the proceeds for some other purpose. By their
nature, forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond Twoco's control, including the impact of
general economic conditions, industry conditions, volatility of commodity
prices, currency fluctuations, imprecision of reserve estimates, environmental
risks, operational risks in exploration and development, competition from other
industry participants, the lack of availability of qualified personnel or
management, stock market volatility and the ability to access sufficient capital
from internal and external sources. Although Twoco believes that the
expectations in our forward-looking statements are reasonable, our
forward-looking statements have been based on factors and assumptions concerning
future events which may prove to be inaccurate. Those factors and assumptions
are based upon currently available information. Such statements are subject to
known and unknown risks, uncertainties and other factors that could influence
actual results or events and cause actual results or events to differ materially
from those stated, anticipated or implied in the forward-looking statements. As
such, readers are cautioned not to place undue reliance on the forward-looking
statements, as no assurance can be provided as to future results, levels of
activity or achievements. The risks, uncertainties, material assumptions and
other factors that could affect actual results are discussed in our Annual
Information Form and other documents available at www.sedar.com. Furthermore,
the forward-looking statements contained in this document are made as of the
date of this document and, except as required by applicable law, Twoco does not
undertake any obligation to publicly update or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise. The forward-looking statements contained in this document
are expressly qualified by this cautionary statement.


This news release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act")), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws.

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