Eagle Rock Exploration Ltd.
TSX VENTURE : ERX

Eagle Rock Exploration Ltd.

November 06, 2009 11:22 ET

Eagle Rock Exploration Ltd Announces Closing of Financing, Strategic Property Acquisition and Results of Special Meeting of Shareholders

CALGARY, ALBERTA--(Marketwire - Nov. 6, 2009) - Eagle Rock Exploration Ltd. ("Eagle Rock" or the "Company") (TSX VENTURE:ERX) Is pleased to announce that it has completed its previously announced bought deal financing for gross proceeds of $54.5 million (the "Offering"). Pursuant to the Offering, Eagle Rock, through a syndicate of underwriters co-led by National Bank Financial Inc. and Peters & Co. Limited, and including FirstEnergy Capital Corp., Paradigm Capital Inc., Cormark Securities Inc. and GMP Securities L.P. (the "Underwriters") issued 363,400,000 subscription receipts ("Subscription Receipts") at a price of $0.15 per Subscription Receipt, which included 47,400,000 Subscription Receipts issued in connection with the full exercise of the Underwriters' over-allotment option.

Eagle Rock is also pleased to announce that in conjunction with closing of the Offering, it has completed the previously announced acquisition (the "Acquisition") from Bonterra Oil & Gas Ltd. of oil production, petroleum and natural gas properties and related assets in the Eastend area of Saskatchewan, providing Eagle Rock with approximately 200 barrels of oil per day of medium gravity oil production and 18.5 additional net sections of land prospective for medium oil using multi-stage frac technology in the Lower Shaunavon fairway. The purchase price to complete the Acquisition consisted of approximately $24 million in cash, with the balance being paid through the issuance of 30,769,200 common shares of Eagle Rock ("Common Shares") at a deemed price of $0.15 per share.

With the closing of the Acquisition, the Subscription Receipts have been exchanged, on a 1 for 1 basis, into an equivalent number of Common Shares. Holders of Subscription Receipts were not required to take any action or make any additional payment to receive the Common Shares to which they were entitled. The remainder of the net proceeds of the Offering has been released to Eagle Rock.

The Common Shares issued as partial consideration to fund the purchase price of the Acquisition will be subject to a four-month hold period expiring March 7, 2010.

The Acquisition is consistent with Eagle Rock's strategy of acquiring assets with high working interests, operatorship, infrastructure and undeveloped land. Eagle Rock has internally identified over 110 drilling opportunities on the Acquisition lands.

Eagle Rock is also pleased to announce that at a special meeting of shareholders of the Company held on October 30, 2009, special resolutions to (i) consolidate the issued and outstanding Common Shares of Eagle Rock on a 30 to 1 basis (the "Consolidation"), and (ii) change the name of the Company to "Wild Stream Exploration Inc." were approved by shareholders. Management expects to implement the Consolidation and the change of corporate name on or about November 16, 2009.

Additionally, Eagle Rock is also pleased to announce the appointment of Mr. George Fink to the Company's Board of Directors. Mr. Fink is currently the Chairman & Chief Executive Officer of Bonterra Oil & Gas Ltd. 

The Company anticipates that it will have approximately 25.8 million Common Shares issued and outstanding following the completion of the Offering, Acquisition and Consolidation.

WARNING

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated dates for the implementation of the Consolidation and the name change and the anticipated accretive impact of the transactions on Eagle Rock.

The forward-looking statements contained in this document are based on certain key expectations and assumptions made by Eagle Rock, including with respect to the future development of the Acquisition lands, expectations and assumptions concerning the success of future drilling and development activities, the performance of existing wells, the performance of new wells and prevailing commodity prices.

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 forwardlooking 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, the failure to obtain necessary regulatory approvals or satisfy the conditions to the implementation of the Consolidation and the name change, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. Certain of these risks are set out in more detail in Eagle Rock's Annual Information Form which has been filed on SEDAR and can be accessed at www.sedar.com.

The forward-looking statements contained in this document 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, P.Eng.
    President and CEO
    (403) 767-1250
    (403) 232-8083 (FAX)
    or
    Eagle Rock Exploration Ltd.
    Jerry Sapieha, CA
    Vice-President, Finance and CFO
    (403) 767-1265
    (403) 232-8083 (FAX)
    or
    Eagle Rock Exploration Ltd.
    Suite 710, 400-5th Ave SW
    Calgary, AB T2P 0L6