CALGARY, May 24, 2011 /CNW/ - Connacher Oil and Gas Limited ("Connacher" or the "Company") (TSX: CLL) today announced that it has received, as of 5:00 p.m. New York City time, on May 23, 2011 (the "Consent Payment Deadline"), tenders and consents from the holders of US$199,410,000 principal amount, or approximately 99.71%, of its 11¾% First Lien Senior Secured Notes due 2014 (the "2014 Notes") and US$583,444,000 principal amount, or approximately 99.34%, of its 10¼% Second Lien Senior Secured Notes due 2015 (the "2015 Notes" and together with the 2014 Notes, the "Notes") in connection with its previously announced cash tender offers and consent solicitations for the Notes, which commenced on May 10, 2011, as reported by the depositary. In connection with the tender offers and related consent solicitations for the Notes, Connacher has entered into supplemental indentures to the respective indentures governing the Notes that, among other things, upon Connacher's purchase of the tendered Notes, will eliminate substantially all of the restrictive covenants and certain events of default in the indentures.

The tender offers for the Notes are scheduled to expire at 12:00 midnight, New York City time, on June 7, 2011 (the "Expiration Date"). Notes tendered after the Consent Payment Deadline but prior to the Expiration Date will not receive a consent payment. Notes tendered on or prior to the Consent Payment Deadline may no longer be withdrawn. Holders of 2014 Notes who tendered their 2014 Notes prior to the Consent Payment Deadline are entitled to receive US$1,070, which includes a consent payment of US$30 per US$1,000 principal amount of 2014 Notes. Holders of 2015 Notes who tendered their 2015 Notes prior to the Consent Payment Deadline are entitled to receive US$1,095, which includes a consent payment of US$30 per US$1,000 principal amount of 2015 Notes. The settlement date for Notes tendered on or prior to the Consent Payment Deadline is expected to be May 31, 2011. The settlement date with respect to Notes tendered after the Consent Payment Deadline and prior to the Expiration Date, if any, will be promptly following the Expiration Date. In addition, holders whose Notes are accepted for purchase in the offers will receive accrued and unpaid interest in respect of such purchased Notes from the last interest payment date to, but not including, the applicable settlement date.

Connacher's obligation to accept for purchase and to pay for Notes in the tender offers is conditioned on, among other things, Connacher having received replacement financing on terms acceptable to it.

Any Notes not tendered and purchased pursuant to the tender offers will remain outstanding, and the holders thereof will be subject to the terms of the supplemental indenture governing such Notes although they did not consent to the amendments.

Connacher has retained Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC to serve as Dealer Managers for the tender offers and the consent solicitations. Requests for additional copies of documents may be directed to D.F. King & Co., Inc., the Depositary and the Information Agent for the tender offers and consent solicitations, at (800) 549-6746. Questions regarding the tender offers and consent solicitations may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 or (212) 538-2147 or RBC Capital Markets, LLC at (877) 381-2099 or (212) 618-7822.

This press release is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated May 10, 2011.

Forward-Looking Information

This press release contains certain "forward-looking information" within the meaning of applicable securities law including statements regarding the timing and completion of the tender offers. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. All of the forward-looking statements in this release are qualified by the assumptions that are stated or inherent in such forward-looking statements. The key assumptions that have been made in connection with the forward-looking statements include the ability to satisfy the conditions of the tender offers, including completion of one or more debt financings and assumptions regarding economic conditions. Although management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them because the Company cannot give any assurance that such expectations will prove to be correct.

Forward-looking information is based on the opinions and estimates of management at the date the  information is provided, and is 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 information. For a description of the risks and uncertainties facing Connacher and its business and affairs, readers should refer to Connacher's Annual Information Form for the year ended December 31, 2010 which is available at www.sedar.com. Connacher undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.