Eagle Rock Exploration Ltd.
TSX VENTURE : ERX

Eagle Rock Exploration Ltd.

October 08, 2009 22:03 ET

Eagle Rock Exploration Ltd.: Early Warning

CALGARY, ALBERTA--(Marketwire - Oct. 8, 2009) - On October 7, 2009, Eagle Rock Exploration Ltd. ("Eagle Rock" or the "Corporation") (TSX VENTURE:ERX) announced that it had 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. As at the date hereof, Eagle Rock has 284.5 million Common Shares and 230 million Warrants outstanding.

In accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, pursuant to the Unit Private Placement:

  • Mr. Neil Roszell of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, directly acquired ownership of an aggregate of 24,444,000 Common Shares and 24,444,000 Warrants of Eagle Rock, representing approximately 15.8% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Roszell are exercised into Common Shares of the Corporation. In addition, Mr. Roszell acquired control, through the purchase by members of his immediate family with whom he resides, including his wife Larissa Roszell, over an aggregate of 26,667,000 Common Shares and 26,667,000 Warrants of Eagle Rock, representing approximately 17.1% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Roszell are exercised into Common Shares of the Corporation.
  • Mr. Jerry Sapieha of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, directly acquired ownership of an aggregate of 5,199,000 Common Shares and 5,199,000 Warrants of Eagle Rock, representing approximately 3.6% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Sapieha are exercised into Common Shares of the Corporation. In addition, Mr. Sapieha acquired control, through the purchase by members of his immediate family with whom he resides, over an aggregate of 10,020,000 Common Shares and 10,020,000 Warrants of Eagle Rock, representing approximately 6.8% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Sapieha are exercised into Common Shares of the Corporation.
  • Mr. Bruce Robertson of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, directly acquired ownership of an aggregate of 42,778,000 Common Shares and 42,778,000 Warrants of Eagle Rock, representing approximately 26.1% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Robertson are exercised into Common Shares of the Corporation.
  • Mr. David Burton of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, acquired control over an aggregate of 24,444,000 Common Shares and 24,444,000 Warrants of Eagle Rock, which Common Shares and Warrants are owned by his wife, Shannon Burton, representing approximately 15.8% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Burton are exercised into Common Shares of the Corporation. 
  • Mr. Paul Mitchell of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, directly acquired ownership of an aggregate of 15,556,000 Common Shares and 15,556,000 Warrants of Eagle Rock, representing approximately 10.4% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Mitchell are exercised into Common Shares of the Corporation.
  • Mr. Paul Colborne of 2800, 111-5th Avenue S.W., Calgary, Alberta, T2P 3Y6, acquired control over an aggregate of 16,667,000 Common Shares and 16,667,000 Warrants of Eagle Rock, which Common Shares and Warrants are owned by his wife, Janice Colborne, representing approximately 11.1% of the total issued and outstanding Common Shares of Eagle Rock, assuming all of the Warrants acquired by Mr. Colborne are exercised into Common Shares of the Corporation.

The Common Shares and Warrants were acquired for investment purposes. Each of Mr. Roszell, Mr. Sapieha, Mr. Robertson, Mr. Burton, Mr. Mitchell and Mr. Colborne and their family members, as applicable, may from time to time acquire additional Common Shares, dispose of some or all of the existing or additional Common Shares, or continue to hold the Common Shares in the normal course of his investment activities, subject to applicable laws.

All of the securities purchased were acquired in reliance on either the accredited investor or the family, friends and business associate exemptions of National Instrument 45-106 – Prospectus and Registration Exemptions. Copies of the early warning reports for the individuals listed above will be filed on SEDAR and may also be obtained by contacting the individual listed below.

Following the expected completion of a previously announced private placement of up to 95 million Common Shares at an issue price of $0.045 per share, none of the individuals listed above will hold or exercise control or direction over more than 23.7% of the issued and outstanding Common Shares and, assuming the full exercise of all of the Warrants held by each of such individuals but not by any other holders, none of the individuals would hold or exercise control or direction over more than 17.1% of the issued and outstanding Common Shares.

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