RYP.H Ripper Oil And Gas

RIPPER OIL AND GAS INC. (TSX VENTURE:RYP.H) ("Ripper" or the "Company") is
pleased to announce that it has entered into a letter of intent (the "LOI")
accepted February 18, 2013, pursuant to which the Company has agreed to acquire
all of the issued and outstanding share capital of Havana Resorts Limited
("Havana"), an arm's length party, by way of a business combination (the
"Business Combination").


Havana is a widely held private limited company incorporated in Guernsey and is
not a reporting issuer in any Canadian or other international jurisdiction.
Pursuant to the terms of the Business Combination the common shareholders of
Havana will receive 30,000,000 common shares of Ripper at a deemed price of
$0.50 per common share, in exchange for all the issued and outstanding shares of
Havana. In addition, Havana shareholders will receive 3,000,000 warrants
entitling them to acquire up to an additional 3,000,000 common shares of Ripper,
at a price of $0.50 per share, for two years, subject to the achievement of
certain milestones to be agreed upon by the parties in the Definitive Agreement.


In connection with the proposed Business Combination, the Company has agreed to
complete a private placement of subscription receipts (each a "Subscription
Receipt"), at a price of $0.45 per Subscription Receipt (the "Financing"), for
gross proceeds of up to $5,400,000. Each Subscription Receipt will automatically
convert into one common share (each a "Share") of Ripper on completion of the
Business Combination.


Havana, which is managed by the Esencia Group (www.esenciagroup.com), commenced
its working relationship with the Cuban Government over eight years ago,
starting with hospitality licensed restaurants in London (www.floridita.co.uk).
Following their huge success in this venture (winning the 2005 best UK
bar-restaurant award) a high-end travel and trading business was successfully
developed (www.esenciagroup.com).


Havana was incorporated over six years ago with the prime objective of
developing tourism projects in Cuba. Since that time Havana has been actively
progressing its plans to develop a resort property in Cuba, in partnership with
the Cuban government enterprise agency, Palmares SA ("Palmares"). Today, Cuba
has just one golf course, which opened in 2001. Havana has been assisting
Palmares in designing, modeling and defining the most appropriate method to
develop integrated golf and leisure resorts - the first of their kind in the
country.


Andrew Macdonald, the CEO of Havana and the Esencia Group, commented; "The
Carbonera Club is a unique project and a vital development in a new segment of
the tourism market for Cuba. It is a large project which will take a number of
years and different phases to complete. The opportunity to list publicly in
Canada presents an attractive avenue to additional sources of capital for this
project."


The Carbonera Club has been in development for over four years, with full
planning consent already granted by the Cuban government. The Carbonera Club is
a unique, luxury, oceanfront development, which combines golf and luxury living,
and will be the first of a series of properties to be developed and operated by
a joint venture to be established between Havana and Palmares. The Carbonera
Club will include a Hotel & Spa, a Beach & Watersport Club, a Tennis Club, a
championship 18 Hole Golf Course and use of the Yacht Club and its Marina as
well as the associate club of Xanadu.


The Country Club operators will be the Singapore based GHM hotel group and the
Spa will be operated by Singapore based Aman Resorts. The finished conceptual
design of the facility has been shared by three groups of architects: within the
site there are Conran residences, a Spanish village by Spaniard Rafael de la
Hoz, a country club by Italian designers One Works and the golf course
supervised by English PGA Tour legend, Tony Jacklin. The site has 170 hectares
and will be developed in three phases. Villas and apartments will be available
to foreign purchasers.


Rt Hon Brian Wilson, former UK Trade Minister and Chairman of Havana, commented,
"This is an exciting phase in relations with Cuba as it opens up to investment
and joint working with proven partners who respect and support their ambitions
for a sustainable approach to economic development. The new company is in a
strong position to develop further joint ventures and to attract investment into
Cuba in support of shared objectives."


The Business Combination will constitute a change of business for Ripper under
the policies of the Exchange. Closing of the Business Combination is subject to
a number of conditions including the entering into of the Definitive Agreement,
the completion of the Financing the entering into a definitive joint venture
agreement with Palmares, receipt of all required shareholder, regulatory and
third party consents, including the Exchange's approval, and satisfaction of
other customary closing conditions. The Business Combination cannot close until
the required approvals are obtained. If required by the Exchange's Policies, the
Company will retain a sponsor in connection with the Business Combination.
Assuming the completion of the Business Combination, it is anticipated that
Ripper will be reclassified as an industrial issuer under the policies of the
Exchange.


It is a condition of this proposed transaction that a new Board of Directors
acceptable to Havana for Ripper will be established. This new Board will include
Andrew MacDonald and the Rt Hon Brian Wilson:


Rt Hon Brian Wilson - Chairman

Mr. Wilson was a Member of Parliament in the UK from 1987 until 2005, and served
as a Minister of State from 1997 to 2003. After standing down as a Minister
prior to his departure from Parliament, he was asked by Tony Blair to act as the
Prime Minister's Special Representative on Overseas Trade. Mr. Wilson holds
directorships in a number of businesses and continues to publicly comment on UK
government energy policy, particularly on the subject of nuclear power.


Andrew Macdonald of Boisdale - Director and CEO

Mr. Macdonald has over 13 years experience working in Ibero-America and the
Spanish markets within the USA. He has worked for the past six years in Cuba,
developing and rolling out the Floridita brand in conjunction with Sol Melia and
Conran Holdings and is the founder of the Cuban specific businesses. His
experience in the leisure sector includes leading EQA projects for two of the
'leading hotels of the world' and also created and launched the first 5 star spa
and fitness club in Santiago, Chile. In addition, Mr. Macdonald led the first
implementation of the ISO standards and IIP in Chile. He holds a BSc and an MBA
from Cambridge University.


Additional information on Havana and the proposed transaction will be provided
by way of subsequent news releases prior to a resumption of trading.


Trading in the common shares of the Company will remain halted pending further
filings with the Exchange.


Completion of the Acquisition is subject to a number of conditions, including
Exchange acceptance and, if required by the Exchange, disinterested shareholder
approval. The transaction cannot close until the required approvals are
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the disclosure document to
be prepared in connection with the transaction, any information released or
received with respect to the change of business may not be accurate or complete
and should not be relied upon. Trading in the securities of Ripper should be
considered highly speculative. Trading in the common shares of Ripper will
remain halted pending further filings with the Exchange.


The Exchange has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this press release.


On behalf of the Board of Directors of RIPPER OIL AND GAS INC.

Scott Ackerman, President and CEO

This new release may contain forward-looking statements. These statements are
based on current expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially because of factors
discussed in the management discussion and analysis section of our interim and
most recent annual financial statement or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities regulations. We do not
assume any obligation to update any forward-looking statements except in
accordance with the applicable securities laws.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Scott Ackerman
(778) 331-8505

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