DENVER, CO, March 8 /CNW/ - Kodiak Oil & Gas Corp. (TSX Venture: KOG; GGF.PK) today announced the sale through a private placement of 19,514,268 shares of its common stock to a group of accredited investors at a price of US $2.05 (CDN $2.33) per share. Proceeds to the Company, net of fees and estimated expenses, were approximately US$37,000,000. There were no warrants or other financial instruments attached to this placement of common shares. The financing does not result in a change in control of the Company. The shares are subject to a four-month hold period. Proceeds will be used for general corporate purposes including the exploration and development of Kodiak's oil and gas properties in the Greater Green River Basin in southwestern Wyoming, including the Company's Pacific Rim properties in the Vermillion Basin, and the Williston Basin of North Dakota and Montana. Subsequent to the closing of the private placement, Kodiak will have approximately 74,061,426 common shares outstanding. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The common stock was sold only to accredited investors in the United States pursuant to the exemption provided by Regulation D promulgated under the Securities Act of 1933 and in Canada pursuant to the exemption in N145.106 Section 2.3. The shares sold in this private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. About Kodiak Oil & Gas Corp. --------------------------- Kodiak Oil & Gas, headquartered in Denver, is an independent energy exploration and development company focused on exploring, developing and producing oil and natural gas in the Williston and Greater Green River Basins in the U.S. Rocky Mountains. The common shares of the Company are listed for trading on the TSX Venture Exchange under the symbol "KOG" and the U.S. symbol "KOGGF." Forward-Looking Statements -------------------------- This press release includes statements that may constitute "forward- looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, fluctuations in the prices of oil and gas, uncertainties inherent in estimating quantities of oil and gas reserves and projecting future rates of production and timing of development activities, competition, operating risks, acquisition risks, liquidity and capital requirements, the effects of governmental regulation, adverse changes in the market for the Company's oil and gas production, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. If you would like to receive press releases via email contact Heather Colpitts (heather(at)chfir.com) and specify "Kodiak releases" in the subject line. %SEDAR: 00007900E