"K2 Announces Convertible Debenture Financing"

CALGARY, April 22 /CNW/ - K2 Energy Corp. (TSX: KTO) announces that it
has fully completed the sale of $1,660,000 on its offering of 10% Convertible
Secured Debentures, maturing April 30, 2006, with First Associates Investments
Inc. of Toronto acting as agent for the issue. In addition, K2 has granted
First Associates an option to place up to an additional $400,000 of the
offering, subject to Regulatory Approval. Each $1000 principal amount of
Debenture is priced at par (i.e. $1000.00) and will be convertible into 20,000
Common Shares of K2 (i.e. conversion price of $0.05 per share). In addition,
the purchasers will receive 20,000 Bonus Warrants for each $1000 principal
amount of Debentures exercisable into K2 Common Shares at a price of $0.05 per
share which will expire on April 30, 2006 if not exercised.
Interest on the Debentures will be payable quarterly. The Corporation may
elect to pay interest on the Principal in cash or Common Shares. If K2 elects
to pay the interest in Common Shares, the share price will be computed on the
90-day weighted average trading price prior to the applicable payment date and
the dollar amount of interest owing will be divided by such share price to
determine the number of shares payable.
The proceeds will be used to fund the Corporation's ongoing land and
exploration expenditures in northern Montana and ongoing working capital
requirements.

About K2 Energy Corp.
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Located in Calgary, Alberta, K2 Energy Corp. is a junior oil and gas
exploration company with exploration opportunity in northern Montana. The
Company's securities trade on the Toronto Stock Exchange under the trading
symbol "KTO".

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