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Omni Oil and Gas Executes LOI to Acquire American Gold Resources Corp

Posted on: Tuesday, 15 April 2008, 09:01 CDT

Omni Oil & Gas, Inc. (Pink Sheets: OMOI)(www.omnioil.com), a company specialized in oil and gas exploration and production, announced today that it has executed a Letter of Intent to acquire American Gold Resources Corporation (AGRC), a privately held gold mining company with claims in Alaska and Oregon. Omni expects to begin the mining of placer deposits this summer along a more than three-mile stretch of land adjacent to the Harrison Creek, east of Fairbanks, Alaska.

"This opportunity to participate in a high-value commodity complementary to our oil and gas exploration further improves our outlook and earnings projections for 2008," stated Renn Rothrock, Omni President and CEO. "Along those lines, we expect to be releasing results of a third-party evaluation report within the next thirty days on this and another potentially valuable claim."

Under the terms of the agreement, Omni will acquire 100% of the outstanding stock of AGRC for $2,000,000 worth of convertible preferred stock of Omni. The preferred stock will pay dividends equal to 35% of the net value of the revenues from the mining operations and be convertible into common stock of Omni between the first and fifth anniversary of the issuance of the convertible preferred stock, at the discretion of the holders of the stock, at a 35% discount to the average closing price of the common stock for the preceding 30 days. On the fifth anniversary, mandatory conversion will occur on the same basis. Omni has the right, at anytime after the first anniversary, to require conversion into Omni common stock if the average closing price of Omni stock averages more than $5/share for any consecutive 20 day period.

About Omni Oil & Gas, Inc.:

Omni Oil & Gas, Inc. specializes in the acquisition and enhancement of properties in both proven and exploratory oil and gas fields. To date, Omni has assembled, and is reworking, a portfolio of four oil and gas fields throughout Texas, Louisiana, Alabama and Oklahoma with over 30 wells producing, or capable of producing.

Source: Business Wire

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