Redcliffe Exploration Inc.
TSX VENTURE : RXP.A
TSX VENTURE : RXP.B

Redcliffe Exploration Inc.

June 30, 2009 21:37 ET

Redcliffe Announces Equity Financings

CALGARY, ALBERTA--(Marketwire - June 30, 2009) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Redcliffe Exploration Inc. ("Redcliffe" or the "Company") (TSX VENTURE:RXP.A) (TSX VENTURE:RXP.B) is pleased to announce that it has completed the first tranche of a non-brokered private placement financing to individual European investors, pursuant to which it has issued a total of 17,543,000 Class A Shares of the Company ("Class A Shares") at a price of $0.25 per share for aggregate gross proceeds of $4,385,750. The Class A Shares issued pursuant to the private placement will be subject to a hold period expiring on October 31, 2009. The Company anticipates closing a second tranche of the private placement financing of up to an additional 1,257,000 Class A Shares for additional gross proceeds of up to $314,250 on or about July 8, 2009.

In addition, Redcliffe is pleased to announce that it has engaged Richardson Partners Financial Limited to act as lead agent for a marketed offering (the "Offering") of 14,000,000 Class A Shares at a price of $0.25 per share for aggregate gross proceeds of up to $3,500,000. The syndicate for the Offering will include FirstEnergy Capital Corp. The Offering has been established to allow existing shareholders of Redcliffe to participate in the combined equity financings being undertaken by the Company. Insiders of Redcliffe have indicated that they intend to participate in the Offering.

Redcliffe intends to use the net proceeds of the Offering to reduce outstanding debt under its revolving demand credit facility, thereby freeing up borrowing capacity which can be re-drawn and applied as needed to fund the Company's ongoing capital expenditure program.

The Class A Shares will be offered in the provinces of British Columbia, Alberta, Manitoba and Ontario by way of short form prospectus. The closing of the Offering is expected to occur on or about July 23, 2009, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange and receipt for the final prospectus from the applicable regulatory authorities. The Class A Shares issued pursuant to the Offering will not be subject to a hold period.

The Company also announces that Uldis Upitis, a director of Redcliffe, has been appointed Chairman of the Board of Directors, replacing Daryl Connolly who has vacated this position to focus his time and efforts on his primary roles as President and Chief Executive Officer of the Company.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy the securities in any jurisdiction. The Class A Shares issued have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, or to a U.S. person, absent registration, or an applicable exemption therefrom.

Reader Advisories

Forward-Looking Statements: This news release contains certain forward-looking statements, within the meaning of applicable securities laws. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the announced equity financings, including: i) the anticipated closing of the second tranche of the private placement; ii) the intended use of the net proceeds of the Offering; iii) the closing of the Offering; and iv) the ability of the Company to obtain the necessary regulatory approvals, including the approval of the TSX Venture Exchange and receipt for the final prospectus. Such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities.
The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive there from. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Neither 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 news release.

Contact Information

  • Redcliffe Exploration Inc.
    Daryl H. Connolly
    President & CEO
    (403) 539-8440
    (403) 539-8433 (FAX)
    Email: dconnolly@redcliffe.ca
    or
    Redcliffe Exploration Inc.
    George Gramatke
    Vice President, Finance & CFO
    (403) 539-8442
    (403) 539-8433 (FAX)
    Email: ggramatke@redcliffe.ca