Rock Energy Inc.
TSX : RE

Rock Energy Inc.

September 26, 2007 17:05 ET

Rock Energy Announces Shareholder Approval of Private Placement to ARC and Greenbank Plan of Arrangement

CALGARY, ALBERTA--(Marketwire - Sept. 26, 2007) - Rock Energy Inc.(TSX:RE) ("Rock") is pleased to announce that it received today shareholder approval of the previously announced private placement with ARC Energy Fund 5 and the plan of arrangement with Greenbank Energy Ltd. (a private company) pursuant to which Rock will acquire all of the issued and outstanding common shares of Greenbank.

With respect to the private placement in excess of 99% of shareholders voting voted in favour of issuing to ARC Energy Fund 5 by way of private placement not less than 2,469,136 common shares and up to 3,703,704 common shares at a price of $4.05 per Rock share for gross proceeds of up to $15 million.

With respect to the plan of arrangement with Greenbank in excess of 99% of shareholders voting (in excess of 99% excluding ARC Energy Fund 4) voted in favour of acquiring all the issued and outstanding common shares of Greenbank for 0.1732 Rock shares for each Greenbank common share or $0.70 cash per Greenbank common shares subject to a maximum of $15 million cash consideration (the "Transaction").

Greenbank's shareholders also voted today on the plan of arrangement and in excess of 99% of shareholders voting (in excess of 99% excluding ARC Energy Fund 4) voted in favour of the Transaction.

Closing of the Transaction is subject to the approval of the court of Queen's Bench of Alberta which is expected to be received on September 27, 2007. The private placement and Transaction are expected to close and become effective on September 28, 2007.

Advisory

This news release shall not constitute an offer to sell or a solicitation of an offer to buy the security to be distributed pursuant to the plan of arrangement. Such securities will not be and have not been registered under the United States Security Act of 1993, and may not be offered or sold in the United States absent registration or an exemption from registration.

This press release contains forward-looking statements that involve known and unknown risks, uncertainties, assumptions and other factors, some of which are beyond Rock's control, that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Rock believes that the expectations reflected in those forward-looking statements are reasonable at the time made but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this press release should not be unduly relied upon. These statements speak only as of the date of such information, as the case may be, and may be superseded by subsequent events. Rock does not intend, and does not assume any obligation, to update these forward-looking statements.

This press release contains references to barrels of oil equivalent (boe), boes maybe misleading, particularly if used in isolation. A boe conversion of 6 mcf to 1 barrel of oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Contact Information

  • Rock Energy Inc.
    Allen Bey
    President & CEO
    (403) 218-4380
    or
    Rock Energy Inc.
    Peter D. Scott
    Vice President, Finance & CFO
    (403) 218-4380