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) is pleased to
announce financial and operating results for 2010 and an update of its 2011
activities.


Twoco has filed the following documents on the System for Electronic Document
Analysis and Retrieval (SEDAR):




1.  Annual information form for the year ended December 31, 2010, which
    includes the disclosure and reports relating to reserves data and other
    oil and gas information required pursuant to National Instrument 51-101
    - Standards of Disclosure for Oil and Gas Activities of the Canadian
    Securities Administrators; 
    
2.  Audited financial statements as at and for the year ended December 31,
    2010, together with the notes thereto and the report of the auditors
    thereon; and 
    
3.  Management's discussion and analysis of financial condition and results
    of operations for the year ended December 31, 2010. 



Copies of these documents may be obtained via SEDAR at www.sedar.com.

Highlights of 2010 include:



--  Average production of 720 boe per day - a 37% decrease from the year
    ended December 31, 2009 - a result of shut-in volumes due to low natural
    gas prices, a lack of drilling activity and natural production declines;
    
--  Participation in the drilling of 3 gross (2.03 net) wells. One gross
    (0.06 net) natural gas well commenced production in the fourth quarter,
    2010. Due to continuing depressed prices for natural gas, the Company
    has determined to strategically diversify its commodity mix by targeting
    exploration towards oil prospects it has identified on its existing
    lands. The Company drilled and completed 2 gross (1.97 net) horizontal
    oil wells on the Company's Sparky heavy oil property in the Warspite
    area of Alberta. The oil wells commenced production on December 19,
    2010; 
    
--  Petroleum and natural gas sales revenue of $5,559,978 - a 40% decrease
    from the year ended December 31, 2009 - due to lower production and
    lower natural gas prices; 
    
--  Cash used by operations of $338,441 - due predominantly to lower natural
    gas production; 
    
--  Net Loss of $18,509,056 ($0.23 per share) - a result primarily from
    lower petroleum and natural gas revenues combined with higher net
    interest and general and administrative cost plus a ceiling test
    impairment of $10,501,000 included in depletion, depreciation and
    accretion expenses; 
    
--  Capital expenditures of $2,863,575; 
    
--  Current land position of 119,267 gross (86,894 net) acres; 
    
--  Operating costs of $10.24 per boe; 
    
--  Operating netback of $10.08 per boe; 
    
--  General and administrative expenses of $5.03 per boe; 



Highlights of Twoco's anticipated 2011 work program and summary of operations
for the year to date include:




--  Current production of approximately 750 boe per day; 
    
--  Twoco estimates current shut-in and behind pipe production capability of
    approximately 150 boe per day; 
    
--  On March 29, 2011, the Company and the Alberta Treasury Branches (the
    "Bank") entered into an indicative term sheet (the "Term Sheet") further
    amending the terms of the Company's $18,000,000 revolving credit
    facility. On April 5, 2011, the Company and the Bank entered into a
    formal agreement (the "Commitment Letter") based on the terms and
    conditions set forth in the Term Sheet. In particular, the Company is
    required to: (i) complete an equity issuance for a minimum of $3,000,000
    in gross proceeds on or before April 30, 2011 of which not more than
    $1,000,000 may consist of common shares ("Common Shares") in the capital
    of the Company issued on a "flow-through" basis within the meaning of
    the Income Tax Act (Canada) ("Flow-Through Common Shares"), which
    includes the Equity Financing (as defined below); and (ii) complete the
    issuance of a minimum principal amount of $3,000,000 of unsecured
    debentures on or before April 1, 2011 and apply the proceeds toward the
    repayment and cancellation of the outstanding $2,780,000 principal
    amount of unsecured debentures of the Company (the "2009 Debentures")
    and all accrued and unpaid interest thereon. The next review date of the
    credit facility was also extended in connection with the Term Sheet to
    March 31, 2012 but may be changed at any time at the sole discretion of
    the Bank. In connection with the entering into of the Commitment Letter,
    the Company has paid the Bank $50,000 and is required to pay an
    additional $350,000 to the Bank no later than April 30, 2011 by way of
    issuance of 1,296,297 Common Shares (the "Bank Payment Shares") at a
    deemed price of $0.27 per share; 
    
--  On March 30, 2011, the Company announced that it had entered into an
    agreement with Macquarie Private Wealth Inc. (the "Agent") to issue up
    to 12,963,000 Common Shares and up to 3,225,800 Flow-Through Common
    Shares on a private placement basis at a price of $0.27 per Common Share
    and $0.31 per Flow-Through Common Share for gross proceeds of up to
    $4,500,008 (the "Equity Financing"). In addition, the Agent has been
    granted an option exercisable prior to closing to increase the size of
    the Equity Financing by up to an additional 3,240,750 Common Shares at a
    price of $0.27 per Common Share for additional gross proceeds of
    approximately $875,000 which would increase the total Equity Financing
    to approximately $5,375,000 if fully exercised. 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 Equity Financing is expected to close on or
    about April 29, 2011; 
    
--  On March 31, 2011, the Company announced that it had closed a private
    placement financing through the issuance of $3,400,000 in aggregate
    principal amount of redeemable, convertible, unsecured 8% debentures
    ("2011 Convertible Debentures") of Twoco (the "Debenture Financing").
    The 2011 Convertible Debentures bear interest at the rate of 8% per
    annum, payable commencing June 30, 2011 and quarterly thereafter and
    will mature on December 31, 2012 (the "Maturity Date"). The Company
    shall have the option to pay interest accrued on the 2011 Convertible
    Debentures in Common Shares at a deemed price per Common Share based on
    the market price of the Common Shares at the time of payment of such
    interest. The 2011 Convertible Debentures are convertible into Common
    Shares at the holder's option at any time prior to the Maturity Date at
    a conversion price equal to $0.324 per share. The Company will have the
    ability to redeem the 2011 Convertible Debentures in certain
    circumstances where an offer or business combination is made to acquire
    Common Shares. The proceeds from the Debenture Financing were used to
    repay the outstanding $2,780,000 principal amount of the 2009 Debentures
    and all accrued and unpaid interest thereon and for general corporate
    purposes; and 
    
--  Subject to the completion of the Equity Financing, the Company has
    approved an $11,800,000 capital budget which will include the drilling
    of 10 gross (9.72 net) horizontal oil wells on the Company's Sparky
    heavy oil property in the Warspite area of Alberta. 



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 58,625,108 Common Shares issued
and outstanding as at today's date.


In this news release the calculation of barrels of oil equivalent (boe) is
calculated at a conversion rate of six thousand cubic feet (Mcf) of natural gas
for one barrel (Bbl) of oil based on an energy equivalency conversion method.
Boes may be misleading particularly if used in isolation. A boe conversion ratio
of 6 Mcf: 1Bbl is based on an energy equivalency conversion method primarily
applicable to the burner tip and does not represent a value equivalency at the
wellhead.


Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking
statements or information ("forward-looking statements"), including the timing
and closing of the Equity Financing, the receipt of applicable regulatory
approvals, the anticipated use of the net proceeds of the Equity Financing,
behind pipe production capability, the Company's capital budget and the drilling
of wells. The closing of the Equity Financing and the issuance of the Bank
Payment Shares could be delayed if the Company is not able to obtain the
requisite regulatory and TSX Venture Exchange approvals on the timelines it has
planned. The Equity Financing and the issuance of the Bank Payment Shares will
not be completed at all if these approvals are not obtained or some other
condition to closing the Equity Financing is not satisfied and meeting the
requirements of the Commitment Letter. Accordingly, there is a risk that the
Equity Financing and the issuance of the Bank Payment Shares will not be
completed within the expected timeframe or at all. 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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