ALE

TORONTO, Feb. 22 /CNW/ -- NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES TORONTO, Feb. 22 /CNW/ - Alange Energy Corp (TSXV: ALE) ("Alange Energy" or the "Company") is pleased to announce that it has closed its previously announced equity financing (the "Offering") of 233,450,000 units of the Company (the "Units") (which includes the exercise in full of the over-allotment option of 30,450,000 Units) at a price of C$0.30 per Unit for aggregated proceeds of C$70,035,000.  The Units were sold pursuant to an underwriting agreement with a syndicate of underwriters led by GMP Securities L.P., and including Canaccord Genuity Corp., Jennings Capital Inc. and Raymond James Ltd. (collectively, the "Underwriters"). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each full warrant entitles the holder to purchase an additional common share in the capital of the Company at an exercise price of C$0.50 for a term of 5 years from the date hereof. In addition, the Company has issued Units equal to 6% of the Units sold pursuant to the Offering to the Underwriters in settlement of their underwriting commission.  The net proceeds raised under the Offering will be used to repay approximately US$33 million of bank debt, with the balance being used to, among other things, provide funding for exploration and development of the Company's core assets in 2011 as well as for general corporate and working capital purposes. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release is not an offer of securities for sale into the United States or Canada. No offering of securities shall be made in the United States or to or on behalf of a US person except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom. About Alange Energy Corp. Alange Energy is a Canadian-based oil and gas exploration and production company, with working interests in 12 properties in four basins in Colombia. Further information can be obtained by visiting our website at www.alangeenergy.com. All monetary amounts in U.S. dollars unless otherwise stated. This news release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian securities laws concerning the business, operations and financial performance and condition of Alange Energy. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to estimated production and reserve life of the various oil and gas projects of Alange Energy; the estimation of oil and gas reserves; the realization of oil and gas reserve estimates; the timing and amount of estimated production; costs of production; success of exploration activities; currency exchange rate fluctuations; the use of proceeds of the proposed financing; the anticipated results of the implementation of the Company's strategic plans and operational decisions, including its decisions to focus on certain core properties, transfer operatorship of Topoyaco to Pacific Rubiales Energy Corp., decrease G&A and dispose or farm-out certain non-core assets; Alange Energy's debt levels and expectations to meet its debt service levels; the amount of royalties; the effect of cost saving measures on the Company's cash flow; expectations regarding sufficiency of operating cash flows; and the timing for reporting results of the review of the Company's internal controls and procedures, management systems and corporate governance practices. Except for statements of historical fact relating to the Company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate," "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Alange Energy and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions, risks relating to international operations, fluctuating oil and gas prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes, other risks of the oil and gas industry, failure of plant, equipment or processes to operate as anticipated; the ability of Alange Energy to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business; the ability to replace and expand oil and natural gas reserves through acquisition, development of exploration; the timing and costs of drilling, completion, pipeline, storage and facility construction and expansion; the regulatory framework regarding royalties, taxes and environmental matters; the ability of Alange Energy to successfully market its oil and natural gas products and completion of the review of internal controls and procedures, management systems and corporate governance practices. Although Alange Energy has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Alange Energy undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning oil and gas reserve estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the oil and gas that will be encountered if the property is developed. Information in this press release expressed in boe is derived by converting natural gas to oil in the ratio of six thousand cubic feet (mcf) of natural gas to one barrel (bbl) of oil. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Estimated values of future net revenue disclosed do not represent fair market value. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2011/22/c4741.html pMr. Peter Volkbr/ General Counsel & Secretarybr/ 416-360-4653br/ a href="mailto:pvolk@alangecorp.com"pvolk@alangecorp.com/a/p p align="justify"Ms. Belinda Labattebr/ Investor Relationsbr/ 647-428-7035br/ a href="mailto:belinda@thecapitallab.com"belinda@thecapitallab.com/a/p

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