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Gasco Energy Prices Registered Offering Of Common Stock And Warrants

DENVER, July 29, 2011 /PRNewswire/ -- Gasco Energy, Inc. (NYSE Amex: GSX) ("Gasco") today announced that it has priced an underwritten registered offering of 16,000,000 units at a price of $0.25 per unit, for gross proceeds of $4.0 million.  Each unit consists of (i) one share of common stock and (ii) one warrant to purchase 0.71875 of a share of common stock.  The shares of common stock and warrants are immediately separable and will be issued separately such that no units will be issued or certificated. The warrants are exercisable immediately upon issuance, having a sixty-month term and an exercise price of $0.35 per share. The net proceeds to Gasco from this offering are expected to be approximately $3.6 million, after deducting underwriting discounts and commissions and other estimated offering expenses. The offering is expected to close on or about August 3, 2011, subject to customary closing conditions.

Lazard Capital Markets LLC acted as sole book-running manager for the offering.

Gasco intends to use the net proceeds from this offering for capital expenditures, working capital, acquisitions of oil and natural gas properties, repayment or refinancing of indebtedness, or general corporate purposes.

The securities described above are being offered by Gasco pursuant to a registration statement on Form S-3, together with a base prospectus, previously filed and declared effective by the Securities and Exchange Commission ("SEC"). The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC's web site at http://www.sec.gov . Copies of the final prospectus supplement relating to the offering, when available, may be obtained from Lazard Capital Markets LLC, 30 Rockefeller Plaza, 60th Floor, New York, NY, 10020 or via telephone at (800) 542-0970, or from the above-mentioned SEC website.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Gasco nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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