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File: Ripper - News Release - Casino Gold - LOI - 10-19-2018.docx

RIPPER OIL AND GAS INC.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3


NEWS RELEASE
RIPPER OIL AND GAS ENTERS INTO LETTER OF INTENT TO ACQUIRE NEVADA VANADIUM PROPERTY
Vancouver, BC, Canada - October 19, 2018 - Ripper Oil and Gas Inc. ("Ripper" or the "Company") (TSX-V: RYP.H) is pleas
--->ed to announce that it has entered into a letter of intent (the "LOI") dated October 1, 2018, with Casino Gold Corp. (
--->"Casino Gold"), pursuant to which the Company has agreed to acquire all of the issued and outstanding securities of 26
--->56066 Ontario Limited ("Holdco"), a wholly-owned subsidiary of Casino Gold (the "Acquisition").

Casino Gold is a privately owned Canadian mining company, which owns 100% of a vanadium project located in Nevada (the
---> "Iron Point Vanadium Project"), through Holdco.  Upon completion of the Acquisition, Ripper will own 100% of Holdco i
--->n consideration for the issuance to Casino Gold of 41,837,681 post-consolidation common shares of the Company. The sec
--->urities of Ripper to be issued to Casino Gold on the Acquisition will be subject to a four month hold period, in addit
--->ion to the escrow requirements of the TSX Venture Exchange (the "Exchange"). 

Iron Point Vanadium Project

The Iron Point Vanadium Project is host to a vanadium rich mineralized zone. The project is located 22 miles east of t
--->he town of Winnemucca, Nevada, along the Battle Mountain Trend. The Southern Pacific and the Western Pacific railroads
---> both border the property's northern boundary. Interstate 80 cuts through the property, as well as high voltage transm
--->ission lines. The 522 Megawatt North Valmy Generating Station is located 9 miles east of the property. 

Iron Point was initially evaluated for vanadium by the Standard Slag Company in 1962. It was then subject to a combina
--->tion of core and reverse circulation drilling by Newmont for vanadium in 1966, which suggested an extensive area of mi
--->neralization. In 1996, Aur Resources conducted a drill program, exploring for gold, but also assaying for vanadium. Dr
--->ill results revealed a roughly circular mineralized zone approximately 1000 meters in diameter that generally coincide
--->s with Newmont's prior drill targets. Vanadium values extend down to a depth of 200 meters. 

Aur Resources' drill core and pulps have been preserved and were re-analyzed by Casino Gold in August 2018 using a mor
--->e rigorous sample digestion procedure that verified Aur's original assay results but also indicated that the Aur assay
---> work may have underestimated the vanadium grades. Casino Gold also sampled a number of historical trenches that expos
--->ed mineralization over a 230-meter length. Casino's best sample line returned 0.858% V205 over 29 meters of continuous
---> cut, with individual samples ranging from 0.3086% to 1.5017% V205. Vanadium mineralization at Iron Point is hosted in
---> the Vinini Formation, which is exposed on the property over a strike length of 4,500 meters. Potential therefore exis
--->ts for substantially expanding upon the area of historic mineralization tested by Newmont and Aur Resources.  All samp
--->les are analyzed for vanadium by American Assay Labs out of Sparks, Nevada, using their ICP-5A035 multi-element geoche
--->mical package, which involves a five-acid digestion (HNO3, HF, HCIO4, HCI, H3BO3) of a 0.5g split and ICP-OES finish. 
---> The detection limit for vanadium is 1ppm, while the upper limit is 10,000ppm.  American Assay Labs is accredited by t
--->he International Accreditation Service. 
The above extraction data has been confirmed by the Company and its Qualified Person under National Instrument 43-101.
Upon closing of the Acquisition, Casino Gold will retain a 1% NSR on the Iron Point Vanadium Project, with Ripper main
--->taining a right of first refusal on the repurchase of the NSR.  Further information on Holdco, including current finan
--->cial statements, and a geological report in accordance with National Instrument 43-101 in respect of the Iron Point Va
--->nadium Project are currently being prepared for filing with the Exchange, and will be filed and posted on SEDAR when a
--->vailable.  

Financing

Prior to completion of the proposed Acquisition, Ripper intends to complete a non-brokered private placement financing
---> (the "Financing"), to raise up to $5,950,000 through the issuance of up to 17,000,000 subscription receipts at $0.35 
--->per subscription receipt.  The pricing of the Financing was determined in the context of the market.  The proceeds of 
--->the Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, completing th
--->e share consolidation described below and completing Acquisition.  Upon satisfaction of the escrow conditions, each su
--->bscription receipt will automatically convert into one post consolidated common share of the Company for no additional
---> consideration.  If the Acquisition is not completed on or before January 31, 2019, the Financing proceeds will be ret
--->urned to the subscribers.  Finder's fees may be payable to arm's length parties who introduce the Company to subscribe
--->rs, in accordance with the policies of the Exchange.

The Company has agreed to issue additional shares to certain lenders who may advance up to $1,000,000 directly to Hold
--->co, for mutually agreed upon exploration work on the Iron Point Vanadium Project, prior to closing of the Acquisition.
--->  These loans will be settled through the issuance of up to 5,000,000 post-consolidated shares of the Company on compl
--->etion of the Acquisition. Subject to the approval of the Exchange, the Company has also agreed to pay a finder's fee o
--->f up to 2,434,741 post consolidated common shares to certain finders in connection with the Acquisition, with such fee
---> being payable on closing of the Acquisition.
Board and Management Changes
On completion of the proposed Acquisition, the Company's Board of Directors and senior management team will be reconst
--->ituted to include the following directors and officers:
Paul Matysek - Executive Chairman and Director
Paul Matysek is a serial entrepreneur, geochemist and geologist with over 30 years of experience in the mining industr
--->y. Since 2004 as CEO or Chairman, Mr. Matysek has primarily focused on the exploration, development and sale of five p
--->ublicly listed companies, in aggregate worth over $2 billion.  Most recently, he was Executive Chairman of Lithium X E
--->nergy Corp. which was sold to Nextview New Energy Lion Hong Kong Limited ("Nextview") for $265 million in cash. Mr. Ma
--->tysek was President and CEO of Goldrock Mines Corp., which sold to Fortuna Silver Mines in July, 2016. He was previous
--->ly CEO of Lithium One, which merged with Galaxy Resources of Australia to create a multi-billion integrated lithium co
--->mpany. He served as CEO of Potash One, which was acquired by K+S Ag for $434-million cash in a friendly takeover in 20
--->11. Mr. Matysek was also the co-founder and CEO of Energy Metals Corp., a uranium company that grew from a market capi
--->talization of $10 million to approximately $1.8 billion when sold in 2007.
Collin Kettell - Director and CEO
Collin Kettell is a private investor with a highly successful investment background in the mining sector. Mr. Kettell 
--->comes from a family with deep ties to mining and many past successes including co-founding AuEx Ventures, the company 
--->responsible for discovering the Long Canyon deposit, which was ultimately acquired by Newmont Mining for $2.2B. Mr. Ke
--->ttell is manager and co-founder of Palisade Global Investments Ltd., an investment company investing primarily in the 
--->junior resource sector. Mr. Kettell is also Chairman and co-founder of Goldspot Discoveries Inc. (TSX-V:SPOT), an Onta
--->rio based technology company that is the leader in machine learning and artificial intelligence as it pertains to the 
--->resource exploration business. Goldspot Discoveries is backed by several billion dollar-mining companies, including Ho
--->schild Mining, and Mr. Eric Sprott. Additionally, Mr. Kettell is a co-founder and Director of New Found Gold Corp., a 
--->gold focused exploration company moving towards a go-public transaction. New Found Gold is the second largest landhold
--->er in all of Newfoundland and Labrador. Mr. Kettell is the President & CEO of Casino Gold Corporation and Radio Fuels 
--->Corporation, resource land banks focused on Nevada and Saskatchewan, respectively. He is also the host of Palisade Rad
--->io, the largest online interview platform in the resource sector.
Bassam Moubarak - CFO and Corporate Secretary
Bassam Moubarak is a Chartered Professional Accountant with expertise in corporate finance, financing, corporate repor
--->ting, financial processes, and risk management. Mr. Moubarak has held senior executive positions for various mining co
--->mpanies for over the past 10 years, including most recently Lithium X Energy Corp., where he played a key role in its 
--->sale to Nextview for $265 million. Mr. Moubarak was also CFO of Goldrock Mines Corp. where he played a key role in its
---> sale to Fortuna Silver Mines Inc. for $180 million, and was CFO of Petaquilla Minerals Ltd. where he was instrumental
---> in helping the company raise over $120 million to develop and bring into production the Molejon Gold Mine. Mr. Moubar
--->ak also played a key role in the sale of Petaquilla Copper Ltd. to Inmet Mining Corporation for $400 million and negot
--->iated the sale of Golden Arrow Resources Corporation's 1% net smelter royalty on Gualcamayo Gold Mine to Premier Royal
--->ty Inc. for $17.75 million. Mr. Moubarak previously held the position of senior manager with Deloitte & Touche LLP, wh
--->ere he led audits of public companies and oversaw SOX 404 implementations with specific emphasis on the mining industr
--->y. 
Craig Roberts, P.Eng. - Director
Craig Roberts is a mining engineer with over 30 years of operations, consulting and investment banking experience. Thi
--->s includes preparation of feasibility studies for numerous mining projects worldwide, investment banking/due diligence
---> roles in over 200 institutional equity financings, and significant experience advising management and boards on both 
--->friendly and hostile transactions.  Mr. Roberts is currently the interim President and CEO of Ethos Gold Corp.  Mr. Ro
--->berts has a degree in Mining Engineering from the University of British Columbia and an M.Phil. in Management Studies 
--->from Oxford University.
The parties to the Acquisition are at Arm's Length.  The Acquisition will constitute a reverse takeover of the Company
---> under the policies of the Exchange. On completion of the Acquisition, Ripper is seeking classification as a Tier 2 mi
--->ning issuer.  Closing of the Acquisition is subject to a number of conditions including the entering into of definitiv
--->e agreements, the consolidation of the Company's existing share capital on a one and one half (1.5) for one (1) basis 
--->(the "Consolidation"), the completion of the Financing, receipt of all required shareholder, regulatory and third-part
--->y consents, including Exchange approval, and satisfaction of other customary closing conditions.  The Acquisition and 
--->Financing cannot close until the required approvals are obtained. There can be no assurance that the Acquisition and F
--->inancing will be completed as proposed or at all.  In accordance with the requirements of the Exchange Policy 5.2, the
---> Company will not require the approval of its shareholders to complete the Acquisition as the Acquisition is not a Rel
--->ated Party Transaction, the Company is without active operations, the Company is not subject to a cease trade order an
--->d shareholder approval is not otherwise required under applicable corporate or securities laws. The Company will also 
--->be seeking a waiver of the sponsorship requirements pursuant to Exchange Policy 2.2.
Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
The scientific and technical information in this news release has been reviewed and approved by Calvin R. Herron, P.Ge
--->o., who is a Qualified Person as defined by National Instrument 43-101.

For more information, contact Scott Ackerman at sackerman@emprisecapital.com or (778) 331-8505.

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

Scott Ackerman
President and CEO
Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance a
--->nd shareholder approval. The Acquisition cannot be completed until regulatory and shareholder 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 filing statement to be prepared in connection with the transa
--->ction, any information released or received with respect to the transaction may not be accurate or complete and should
---> not be relied upon.  Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approve
--->d nor disapproved the contents of this press release.  Neither the TSX Venture Exchange nor its Regulation Services Pr
--->ovider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy o
--->r accuracy of this release.
Forward-Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties.  State
--->ments in this news release which are not purely historical are forward looking statements, including without limitatio
--->n any statements concerning the expected results of the Acquisition; completion of the transactions contemplated by th
--->e LOI and the anticipated timing thereof; completion of the Financing and the anticipated timing thereof and the expec
--->ted use of proceeds from the Financing.  Although the Company believes that any forward-looking statements in this new
--->s release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate
--->.  The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be ass
--->ured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materiall
--->y from those indicated in the forward-looking statements.  Readers are advised to rely on their own evaluation of such
---> risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward{{‐ ‐} ‐}looking statements and information contained in this news release are made as of the d
--->ate hereof and no undertaking is given to update publicly or revise any forward{{‐ ‐} ‐}looking statements
---> or information, whether as a result of new information, future events or otherwise, unless so required by applicable 
--->securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news rele
--->ase are expressly qualified by this cautionary statement.