Vital Executes Letter of Intent to Complete Acquisition of Bentley Energy Ltd. and New Management

VANCOUVER, May 12 /PRNewswire-FirstCall/ -- Vital Resources Corp. ("Vital") (CNQ Exchange: VITL) announced today, that it has negotiated and signed an arm's length letter of intent (the "Letter of Intent") to effect the purchase of all of the issued and outstanding securities of Bentley Energy Ltd. ("Bentley"), a privately-owned Alberta corporation which has assets consisting primarily of cash and a management team comprised of Michael Whitehead, Barry Foster and Vladimir Gerchikov (the "Management Team"). The Management Team is experienced at sourcing, negotiating and financing international oil and gas transactions.

Subject to approval of the CNQ, Vital and Bentley will complete a business combination by way of share exchange transaction which will result in Vital becoming the sole shareholder of Bentley. It is currently anticipated that the transaction will be by way of a share swap agreement between Vital and Bentley shareholders, whereby: Bentley shareholders will receive Vital common shares ("Vital Shares") on a one for one basis for all of the issued and outstanding common shares of Bentley (the "Bentley Shares") held. In addition, holders of convertible securities of Bentley will receive equivalent securities of Vital in exchange for their Bentley securities.

There are presently outstanding in Bentley: (a) 7,110,000 Bentley Shares; (b) 960,000 Bentley warrants to acquire 960,000 Bentley Shares at a price of $0.12 per share; (c) 252,500 Bentley warrants to acquire 252,500 Bentley Shares at a price of $0.30 per share; and (d) and 300,000 Bentley options to acquire 300,000 Bentley Shares at a price of $0.20 per share. This will result in the issuance of 7,110,000 Vital Shares, 1,212,500 Vital warrants and 300,000 Vital options for all the Bentley securities. Upon completion of the transaction there is expected to be outstanding 16,080,100 Vital Shares, 1,212,500 Vital warrants and 1,405,000 Vital options, and for Vital to have a cash position of $330,000 which is intended to be used for the next phase of exploration of the Horseshoe Island Property and to source potential international oil and gas transactions.

In addition, in conjunction with the transaction the new Management Team will acquire 3,400,000 Vital Shares from certain present Vital shareholders at an average price of $0.045 per Vital Share.

Mr. Chris Grove and Mr. Robert Bick will resign as directors and officers of Vital, and that upon completion of the Transaction, the directors and officers of Vital would consist of Mr. Lawrence Dick and the following:

Michael Whitehead - Proposed Chief Executive Officer and Director

Since October, 2005 Mr. Whitehead has been the President of Bentley. Prior thereto, from April 1996 to August 2005, Mr. Whitehead was a Vice President of Quadra Resources Corp. (acquired by Arsenal Energy Inc. in August 2005).

Barry Foster - Proposed Chief Financial Officer and Director

Since October, 2005 Mr. Foster has been the Chief Financial Officer of Bentley. Prior thereto, from September 2000 to August 2005, Mr. Foster was the Chief Financial Officer of Quadra Resources Corp. (acquired by Arsenal Energy Inc. in August 2005). Prior there, he was the Chief Financial Officer, Chartwell Technology Inc. from February 1999 to September 2003. Mr. Foster is a certified general accountant.

Vladimir Gerchikov - Proposed Vice President and Director

Mr. Gerchikov is a geologist. From January 1997 to August, 2005 Mr. Gerchikov was a Vice President of Quadra Resources Corp. (acquired by Arsenal Energy Inc. in August 2005). During this time Mr. Gerchikov has also been a petroleum consultant for a number of different companies.

It is anticipated that the transaction will be completed on or about May 15, 2006.

For further information, please contact Lawrence Dick, President of Vital at Phone: [phone] or Michael Whitehead at Phone: [phone].

Completion of the transaction is subject to a number of conditions, including but not limited to, CNQ acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The CNQ 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 VITAL RESOURCES CORP. "Lawrence Dick" Lawrence Dick, Ph.D., P.Geo. President The CNQ has not reviewed, and does not accept responsibility for the adequacy or accuracy of the content of this news release.