Eagle Rock Exploration Ltd.
TSX VENTURE : ERX

Eagle Rock Exploration Ltd.

October 07, 2009 08:00 ET

Eagle Rock Exploration Announces Written Consent of Shareholders, Appointment of New Board of Directors and Management Team and Closing of First Tranche of Private Placement

CALGARY, ALBERTA--(Marketwire - Oct. 7, 2009) -

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Eagle Rock Exploration Ltd. ("Eagle Rock") (TSX VENTURE:ERX) is pleased to announce that it has received the written consent of a majority of its shareholders to its previously announced $14.6 million non-brokered unit and common share private placements.

Eagle Rock also announces that the previously announced change of directors and officers of Eagle Rock has been completed. The board of directors of Eagle Rock is now comprised of Neil Roszell, Scott Saxberg, Paul Colborne, Ray Mack and Kevin Olson. The senior officers of Eagle Rock are now comprised of Neil Roszell as President and Chief Executive Officer, Jerry Sapieha as Vice-President, Finance and Chief Financial Officer, Bruce Robertson as Executive Vice President, and Paul Mitchell as Vice President, Exploration.

Eagle Rock also announces that it has closed the first tranche of its non-brokered unit private placement (the "Unit Private Placement"). Pursuant to the Unit Private Placement, the Corporation issued 230 million units (the "Units") at a price of $0.045 per Unit for gross proceeds of $10.4 million. Each Unit is comprised of one common share ("Common Share") and one performance warrant ("Warrant") entitling the holder to purchase one Common Share at a price of $0.06 per Common Share for a period of five years from the date of issuance. The Warrants will vest and become exercisable as to one-third upon the TSX Venture Exchange (the "TSXV") 20 day weighted average trading price of the Common Shares (the "market price") equalling or exceeding $0.08 per share, an additional one-third upon the market price equalling or exceeding $0.10 per share and a final one-third upon the market price equalling or exceeding $0.12 per share.

Securities purchased by insiders pursuant to the Unit Private Placement will be subject to an thirty-six month escrow under TSXV policies, unless Eagle Rock qualifies as a Tier 1 Issuer, then such securities will be subject to an eighteen month escrow under TSXV policies. All securities issued under the Unit Private Placement will be subject to a four-month hold period from the date of issuance, in accordance with TSXV policies and applicable securities laws.

The proceeds of the Unit Private Placement will be applied to the reduction of bank debt and other debt of Eagle Rock.

Note Regarding Forward Looking Statements

This document contains forward-looking statements. More particularly, this document contains statements concerning the use of proceeds of the Unit Private Placement.

The forward-looking statements are based on certain key expectations and assumptions made by Eagle Rock, including expectations and assumptions concerning timing of receipt of required regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the remaining portion of the Private Placement.

Although Eagle Rock believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Eagle Rock can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that required regulatory and third party approvals and consents are not obtained on terms satisfactory to the parties, the board of directors of Eagle Rock determines that it would be in the best interests of Eagle Rock to deploy the proceeds for some other purpose and risks that other conditions to the completion of the Unit Private Placement are not satisfied on anticipated timelines or at all.

The forward-looking statements contained in this press release are made as of the date hereof and Eagle Rock undertakes no obligation 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.

Neither the 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.

Contact Information

  • Eagle Rock Exploration Ltd.
    Neil Roszell
    President & CEO
    (403) 213-4501 (FAX)
    or
    Eagle Rock Exploration Ltd.
    Jerry Sapieha
    Vice President, Finance & CFO
    (403) 213-4501 (FAX)
    or
    Eagle Rock Exploration Ltd.
    Suite 710, 400 - 5th Avenue S.W.
    Calgary, AB T2P 0L6