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CALGARY, ALBERTA--(Marketwire - March 31, 2011) -

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) announces that it has closed its previously announced private placement financing of redeemable, convertible, unsecured 8% debentures ("2011 Convertible Debentures") of Twoco (the "Debenture Financing"). The Debenture Financing was increased by $200,000 to $3,400,000. 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 in the capital of the Company ("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 will be 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 Convertible Debentures in certain circumstances where an offer or business combination is made to acquire Common Shares.

The proceeds from the Debenture Financing will be used to repay the outstanding $2,780,000 principal amount of unsecured debentures of the Company (the "2009 Debentures") and all accrued and unpaid interest thereon and for general corporate purposes. In connection with the Debenture Financing, $400,000 of the outstanding 2009 Debentures were exchanged for 2011 Convertible Debentures.

The 2011 Convertible Debentures issued pursuant to the Debenture Financing and the underlying Common Shares issuable upon conversion of the 2011 Convertible Debentures are subject to a four month hold period expiring August 1, 2011.
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.

Forward-Looking Statements:

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). 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.