AGM Documents 3

Yoho Announces Agreement to Acquire Private Company

Calgary, Alberta – May 26, 2010 - Yoho Resources Inc. ("Yoho") (TSXV: YO) is pleased to announce that it has entered into an agreement pursuant to which it will make an offer (the "Offer") to acquire, subject to certain conditions, all of the issued and outstanding shares of a private oil and gas company (“PrivateCo”), with assets in Yoho’s core operational area of the Peace River Arch. Under the terms of the Offer, shareholders of PrivateCo may elect to receive either: (i) 0.3536 of a common share of Yoho; (ii) $0.85 cash; or (iii) a combination of the foregoing, for each PrivateCo share tendered pursuant to the Offer, subject to an aggregate cash maximum of $6.0 million. Assuming PrivateCo shareholders elect to receive the aggregate cash maximum under the Offer, Yoho will issue an aggregate of 6,875,000 common shares to acquire all of the outstanding shares of PrivateCo. The Offer will be an “exempt take-over bid” under applicable securities laws.

Pursuant to the Offer, Yoho will acquire production of approximately 500 boe per day (58% oil), 1.5 MMboe of proven plus probable reserves (based on PrivateCo’s independent engineering report dated December 31, 2009) and an estimated $1.1 million of PrivateCo’s positive working capital after deducting estimated transaction obligations. This acquisition is expected to increase Yoho's oil production weighting, add to Yoho’s existing operations in the Peace River Arch and add several new development oil drilling locations to Yoho’s current inventory. The undeveloped land totals approximately 27,000 net acres, which Yoho has internally valued at $2.1 million.

The Board of Directors of Yoho has unanimously approved the Offer. PrivateCo’s Board of Directors has unanimously approved the Offer, has concluded that the Offer is in the best interests of PrivateCo's shareholders and will recommend that PrivateCo shareholders accept the Offer. Peters & Co. Limited acted as exclusive financial advisor to PrivateCo and has provided PrivateCo's Board of Directors with a verbal fairness opinion that the consideration to be received under the Offer is fair from a financial point of view to the PrivateCo shareholders.

The Offer will be subject to certain conditions, including the deposit of not less than 90% of the outstanding shares of PrivateCo (on a fully diluted basis), receipt of all required regulatory approvals and other customary conditions. In addition, PrivateCo has agreed that it will not solicit or initiate discussions or negotiations with any third party for any take-over bid or other business combination involving PrivateCo, and Yoho has reserved the right to match any competing proposals. Under certain circumstances, PrivateCo has agreed to pay a non-completion fee of $675,000 to Yoho. The directors and officers of PrivateCo, together with certain other shareholders, representing approximately 79.5% of the issued and outstanding shares of PrivateCo on a fully diluted basis, have agreed to tender their shares to the Offer, subject to certain exceptions, and have entered into lock-up agreements with Yoho evidencing such commitment. Documents relating to the Offer are expected to be mailed to shareholders of PrivateCo in late May 2010, with closing anticipated in late June 2010.

Acumen Capital Finance Partners Limited and Paradigm Capital Inc. are acting as special advisors to Yoho on this transaction.

For more information please contact:

Wendy S. Woolsey
Vice President, Finance and CFO
Yoho Resources Inc.
Phone: (403) 537-1771

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

Forward-looking information and statements

This news release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding: the Offer; the completion of the Offer; taking up and paying for the shares acquired pursuant to the Offer and the closing of the acquisition; and the outcome of the Offer, including regarding transaction values and accretion, estimates of reserves, estimates of production, management's assessment of the companies future plans, operations and opportunities, the effect of the Offer on Yoho and timing of matters relating to the acceptance of the Offer.

Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this news release. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Yoho and described in the forward-looking information contained in this news release. Undue reliance should not be placed on forward-looking information. The material risk factors include, but are not limited to: failure to make the Offer, failure to complete the Offer, failure to realize anticipated synergies, the uncertainty of estimates and projections relating to production and reserves, the possibility that government policies or laws may change or governmental and regulatory approvals may be delayed or withheld, changes in tax laws, changes in royalty rates, and Yoho's ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Additional information on these and other factors that could affect Yoho's results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (

Forward-looking information is based on the estimates and opinions of Yoho's management at the time the information is released and Yoho does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities within the United States. The securities to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act or other laws.

BOE Presentation

In conformity with National Instrument 51-101, Standards for Disclosure of Oil and Gas Activities natural gas volumes have been converted to barrels of oil equivalent (“boe”) using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil. This ratio is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Readers are cautioned that the term “boe” may be misleading, particularly if used in isolation.