Tri-Valley Corporation Announces Update Regarding the Status of Its SEC S-3 Registration Statement

08.04.2011  |  Business Wire

Tri-Valley Corporation (NYSE Amex: TIV) (the 'Company?) today announced
an update regarding its S-3 eligibility status.

The Company has recently been advised that it may have been required to
file a Form 8-K under Item 5.02(b) on or before July 5, 2010, in order
to report the re-assignment of the Tri-Valley Oil & Gas Co. ('TVOG?)
presidency position from Mr. Joseph R. Kandle to Mr. Maston N.
Cunningham, which was announced in a news release on June 29, 2010. The
Company has also recently been advised that it may have been required to
file a Form 8-K under Item 5.02(b) on or before November 26, 2010, in
order to report Mr. Kandle′s retirement, effective April 1, 2011, from
all positions with the Company, including as Senior Vice President of
Corporate Development.

Not filing a Form 8-K timely to report the re-assignment of Mr. Kandle′s
role as president of TVOG may have resulted in the Company losing its
S-3 eligibility on July 6, 2010. However, even if the Company did lose
its S-3 eligibility on July 6, 2010, the Company believes it was
nonetheless eligible to continue using its already effective
Registration Statement on Form S-3 (No. 333-163442) (the 'Registration
Statement?) for the offer and sale of securities until it filed its
Annual Report on Form 10-K for the fiscal year ended on December 31,
2011 (the '2010 Form 10-K?). The filing date of the 2010 Form 10-K
appears to be the date on which the Company was required, in accordance
with applicable interpretive guidance of the Securities and Exchange
Commission (the 'Commission?), to reassess its S-3 eligibility.

As previously reported, on February 3, 2011, the Company commenced an
at-the-market ('ATM?) equity offering program under the Registration
Statement. Since March 22, 2011 (the filing date of the Company′s 2010
Form 10-K), the Company sold an aggregate of 2,471,190 shares of common
stock (the 'ATM Shares?) under the Registration Statement, resulting in
gross proceeds of $1,269,731, at per share prices ranging from $0.50 to
$0.56.

Because the Company may not have been eligible to continue using Form
S-3 for the registration of the Company′s securities following the
filing of its 2010 Form 10-K on March 22, 2011, it is possible that any
sales of the ATM Shares pursuant to the Registration Statement between
March 22 and 30, 2011, may be deemed to have been unregistered sales of
its securities. If it is determined that persons who purchased the
Company′s ATM Shares after March 22, 2011, purchased such securities in
an offering deemed to be unregistered, then such persons may be entitled
to rescission rights, pursuant to which they could be entitled to
recover the amount paid for such ATM Shares, plus interest (usually at a
statutory rate prescribed by state law). If all of the investors who
purchased the ATM Shares after March 22, 2011, demanded rescission of
their purchases, and such investors were in fact found to be entitled to
such rescission, then we would be obligated to repay approximately
$1,269,731, plus interest. The Securities Act of 1933, as amended (the
'Securities Act?) generally requires that any claim brought for a
violation of Section 5 of the Securities Act be brought within one year
of the violation.

In addition, if it were determined that the Company in fact sold
unregistered securities, the sale of such unregistered securities could
subject the Company to enforcement actions or penalties and fines by
federal or state regulatory authorities. The Company is unable to
predict the likelihood of any claims or actions being brought against
the Company related to these events, or if brought, the amount of any
such penalties or fines.

Since its last sale of ATM Shares under the Registration Statement on
March 30, 2011, and following consultation with its new outside SEC
counsel, the Company has ceased to offer securities under the
Registration Statement. The Company may request the Commission for
relief that would permit it to resume the use of the Registration
Statement. There can be no assurance that the Commission will consider
or grant any such request, or that the Company will ask for it. If no
such relief is requested, and even if requested, not granted, the
Company may be required to file a Registration Statement on Form S-1 for
the registration of any future securities offerings, if any, until the
Company regains its S-3 eligibility. Absent prior relief from the
Commission, the Company expects to regain S-3 eligibility on December 1,
2011.

The Company does not believe that its ability to continue using its
effective S-8 registration statements is, or has been, adversely
affected by any of the matters discussed herein.

The Company has set forth herein certain views in the interest of
providing full and appropriate disclosure to the market concerning the
matters discussed herein. By making such disclosures, the Company does
not intend to imply that it believes it will be subject to rescission or
other liability or other actions relating to the matters discussed
herein, and the Company reserves all of its legal rights with respect to
such matters.

The Company has also informed the NYSE Amex LLC of the circumstances
described in this press release.

About Tri-Valley

Tri-Valley Corporation explores for and produces oil and natural gas in
California and has two exploration-stage gold properties in Alaska.
Tri-Valley is incorporated in Delaware and is publicly traded on the
NYSE Amex exchange under the symbol 'TIV.? Our Company website, which
includes all SEC filings, is www.tri-valleycorp.com.

Special Note Regarding Forward-Looking Statements

All statements contained in this press release that refer to future
events or other non-historical matters are forward-looking statements.By way of example, statements contained in this press release related
to the Company′s future S-3 eligibility status, whether and when it
might file a new Registration Statement on Form S-1 for the registration
of any future securities offerings, and whether and when the Company
will undertake any such new securities offerings, and such other future
events described herein, are forward-looking statements.Although
the Company does not make forward-looking statements unless it believes
it has a reasonable basis for doing so, the Company cannot guarantee
their accuracy. These statements are only predictions based on
management′s expectations as of the date of this press release, and
involve known and unknown risks, uncertainties and other factors,
including: the Company′s ability to remain timely in all future filings
with the Commission; whether a purchaser of ATM Shares believes a right
of rescission is available and, if so, whether such purchaser acts on
such belief; whether the Commission or other state regulatory
authorities pursue enforcement actions or penalties and fines against
the Company; the Company′s ability to obtain additional funding; and
such other risks and factors that are discussed in the Company′s filings
with the Securities and Exchange Commission from time to time, including
under 'Item 1A. Risk Factors? and 'Item 7. Management′s Discussion and
Analysis of Financial Condition and Results of Operations,? contained in
the Company′s Annual Report on Form 10-K for the year ended December 31,
2010.Except as required by law, the Company undertakes no
obligation to update or revise publicly any of the forward-looking
statements after the date of this press release to conform such
statements to actual results or to reflect events or circumstances
occurring after the date of this press release.