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Message: Shoal arranges placement, farm-out deal with Foothills

Shoal Point Energy Ltd (C:SHP)
Shares Issued 272,709,463
Last Close 12/17/2012 $0.08
Tuesday December 18 2012 - News Release

Mr. David Black reports

SHOAL POINT ENERGY SIGNS A LETTER OF INTENT FOR A JOINT VENTURE TO EXPLORE AND DEVELOP ITS GREEN POINT SHALE LICENSES, WEST NEWFOUNDLAND

Shoal Point Energy Ltd. has signed a letter of intent regarding a proposed transaction between SPE and Foothills Capital Corp., and its subsidiaries Black Spruce Exploration Corp. (BSE) and Foothills North West Holdings Corp (FNW).

BSE and FNW intend to enter into definitive agreements with SPE on or before Jan. 11, 2013, subject to respective corporate and regulatory approvals, whereby (1) FNW will participate in a private placement for a minimum of 35 million units at six cents (representing a minimum $2.1-million investment, comprising common shares and a common share purchase warrant exercisable for 18 months at 15 cents) and whereby (2) BSE will execute a farm-in agreement giving it the right to earn up to a 60-per-cent interest of SPE's interests in three exploration licences (ELs) offshore western Newfoundland. The earn-in will occur by a staged work program whereby BSE can earn incremental components of interest by drilling on SPE's lands. All wells are contemplated as onshore-to-offshore deviated drill programs and will be designed to reach depths of up to 3,000 metres. BSE will be the operator of the four wells.

Farm-in Program:

Phase I Earning (2013-2014): During this phase BSE will pay 100% of the costs of drilling, testing and completing four wells on ELs 1070, 1120 and 1097R, to earn BSE a 50% interest in SPE's interests. This phase is expected to commence by May 1, 2013.

Phase II Earning (2014-2015): During this phase BSE will pay 100% of the costs of drilling, testing and completing up to eight wells to earn up to an additional 10% of SPE's interest in its three blocks.

The drilling, testing and completion programs contemplated herein will be subject to approvals of the Canada-Newfoundland Offshore Petroleum Board.

Final Earning Position: For clarity, the maximum amount of gross interest that BSE can earn under this agreement is: 60% of EL 1097R, 60% of EL 1070, and 48% of EL 1120 (operated and held by Ptarmigan Energy Inc.).

Application for Significant Discovery Licenses: Upon the successful testing and recovery of petroleum in an exploration well on a particular license, the two parties shall cooperate to apply to the Canada-Newfoundland Offshore Petroleum Board for a Significant Discovery License ("SDL") for that property, which when awarded shall allow the parties to hold, develop and produce from the lands.

About Foothills Capital Corp.

Foothills Capital Corp. ("Foothills Capital"), with offices in Richmond Hill, ON and Calgary, AB, provides investment capital and management expertise to companies engaged in the energy sector. Foothills Capital looks to identify long-term, sustainable revenue-growth companies or opportunities and, where applicable, provide capital, strategic direction and collaborative planning with management in order to maximize returns.

The principals, as a combined group, have worked in the energy sector directly or indirectly for more than 50 years, engaging in transactions that range from $1 million to more than $200 million in value. Foothills Capital, under TRP Holdings, Corp., presently operates in the Bakken shale-oil formation through its subsidiary entity Bakken ND Pipe & Supply, LLC, which is located in Ross, North Dakota.

We seek Safe Harbor.

© 2012 Canjex Publishing Ltd.

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