Bear Ridge Resources Ltd.
TSX : BER

Bear Ridge Resources Ltd.

May 11, 2005 23:59 ET

Bear Ridge Resources Ltd. Announces First Quarter Results

CALGARY--(CCNMatthews - May 11) - Bear Ridge Resources Ltd. is pleased to
provide its initial report to shareholders and its financial and operating
results for the partial period from January 18, 2005 to March 31, 2005. Bear
Ridge was created on January 18, 2005 following completion of a Plan of
Arrangement between Bear Creek Energy Ltd. and Ketch Resources Ltd. (the
"Arrangement"). The Company's shares were listed for trading on the Toronto
Stock Exchange on January 20, 2005. Pursuant to the Arrangement, Bear Ridge
acquired certain producing oil and gas properties in the Sakwatamau and Goodwin
areas of west central Alberta and 35,000 net undeveloped acres in west central
Alberta and the Peace River Arch area.

OPERATIONS

Bear Ridge conducted an active drilling program during its inaugural quarter.
Although we are encouraged with the early drilling results, the wet weather and
equipment shortages experienced in the first quarter delayed our drilling
program and subsequent completion operations. The Company drilled two (2 net)
wells at Sinclair in the Peace River Arch and five (4.25 net) wells in west
central Alberta resulting in six (5.25 net) potential natural gas discoveries
and one (1 net) dry hole for a success rate of 86%.

At Sinclair, Bear Ridge drilled and cased two 100 percent interest wells (16-32
and 14-33). The 16-32 well encountered three prospective gas zones but we only
managed to complete the lowest zone prior to spring breakup. The zone flowed
natural gas at a rate of 800 mcf per day on a limited test and requires further
evaluation to determine potential productivity. The 14-33 well encountered four
prospective gas zones ranging from the Nikanassin formation to the Dunvegan
formation. We are anxious to resume completion operations on both wells after
break-up to evaluate the potential of these 100 percent interest wells.

At Pembina in west central Alberta the Company drilled and cased three (2.25
net) wells targeting natural gas in the Rock Creek and Mannville zones. One
(0.75 net) well was cased as a dual zone Rock Creek/Ellerslie gas well and two
(1.5 net) wells were cased for potential Upper Mannville gas zones. A completion
and testing program will be carried out on all three wells following spring
break-up. At Highvale in central Alberta, Bear Ridge drilled two (2 net) wells
resulting in one (1 net) abandoned well and one (1 net) potential Ellerslie gas
well. Further testing on this well is required to determine potential
productivity.

Due to delays in executing our winter drilling program no new wells were brought
on stream during the quarter. Production from the Company's inception on January
18, 2005 to March 31, 2005 averaged 354 boe per day during the partial period.
We wish to point out that for financial presentation purposes the actual volumes
produced during the 73 day period from January 18 to March 31 have been averaged
over the entire 90 day period. Accordingly the quarterly average production of
287 boe per day that is reflected in the financial statements is not
representative of actual daily production volumes of 354 boe per day posted
since inception.

Production for the partial quarter was also impacted by our decision to shut in
our 11-16 Viking oil well at Sakwatamau for February and March in anticipation
of receiving Good Production Practice ("GPP") and to preserve our royalty free
production holiday. The 11-16 well had been producing at an average restricted
allowable rate of 50 boe per day since mid 2004. We received GPP approval for
11-16 in March and brought the well back on production in April at a restricted
rate of 320 boe per day. As a result, Company production climbed to 650 boe per
day in mid April.

In late April, 2005 Bear Ridge announced the acquisition of certain natural gas
and light oil assets located in Central Alberta for $10.3 million including land
and seismic. Bear Ridge financed the acquisition with available bank lines. The
acquired assets are located in the Nelson and Sounding areas of Central Alberta
and produce approximately 200 boe per day, 87 percent weighted to natural gas.
Both properties offer upside drilling opportunities and pool optimization
potential and provide year round drilling with available facilities and
infrastructure for further development.

With the benefit of GPP approval on 11-16 and additional volumes from our new
properties at Nelson and Sounding, Bear Ridge production jumped to 850 boe per
day in May, 2005.

FINANCIAL

Cash flow from operations during the quarter amounted to $406,000 or $0.02 per
share. The Company realized average sale prices of $7.26 per mcf on natural gas,
$58.76 per barrel on oil and $50.08 on NGL's. Operating costs averaged $6.45 per
boe and our operating netback for the quarter was $26.24 per boe. Non-
capitalized general and administrative ("G&A") expenses amounted to $10.48 per
boe due to a number of non-recurring startup costs and are well above our
expected normalized G&A costs. We also expect G&A per unit costs will decrease
significantly as production volumes grow.

The Company completed a $7.8 million bought deal financing on February 16, 2005.
Proceeds for the issue were used to fund our exploration, development and
acquisition activities.

OUTLOOK

We believe the current commodity price environment provides tremendous growth
opportunities for technically focused junior oil and gas companies. Bear Ridge
is starting out with a small but solid production base and a large inventory of
drilling opportunities. Our short-term goal is to capitalize on our existing
opportunity inventory and to capture additional growth opportunities in our
central Alberta and Peace River Arch focus areas.

Since inception we have grown production from 350 boe per day to our current 850
boe per day and we expect that our first quarter drilling program will
contribute additional volumes when completion operations get underway after
breakup. The remainder of our 2005 drilling program provides a good balance of
low to medium risk prospects that are anticipated to provide steady growth and
higher risk/reward opportunities that we view as potential growth acceleration
events.

We expect administration costs will decrease on a per unit basis over the
balance of the year, as we see the benefits of increased production volumes.

In conjunction with the Arrangement, Bear Ridge acquired over $90 million of
high quality tax pools. Our objective was to position the Company as an
advantaged buyer for future asset and corporate acquisition opportunities that
we expected to see during the upcoming year. It is our intention to capitalize
on our tax pool advantage by pursuing quality acquisition opportunities that we
view as strategic to our growth plans.



Financial Review and Operating Highlights

Three months
ended March 31
-------------------------------------------------------------------------
2005
-------------------------------------------------------------------------
FINANCIAL ( 000s, except share amounts)

Gross oil and natural gas revenue 1,191
Cash flow from operations 406
Per share - basic ($) 0.02
Per share - diluted ($) 0.02
Net Earnings (208)
Per share - basic ($) (0.01)
Per share - diluted ($) (0.01)
Capital Expenditures
Related to the Arrangement 21,436
Related to current operations 4,986
Working capital surplus 4,460
Shares outstanding (000s)
At period end 24,622
Weighted average during period, basic 19,184
Weighted average during period, diluted 21,000

OPERATING
Production
Natural gas (mcf/d) 1,381
Oil (bbls/d) 40
NGL's (bbls/d) 17
Oil and equivalent
(boe/d) (6:1) 287
Average wellhead prices
Natural gas ($/mcf) 7.26
Oil ($/bbl) 58.76
NGL's ($/bbl) 50.08
Operating Netback ($/boe) 26.24

Wells Drilled
Gross 7
Net 6.25
Net success rate 86%

Undeveloped land (net acres) 32,600



Management's Discussion and Analysis

This management's discussion and analysis ("MD&A") should be read in conjunction
with the audited consolidated financial statements and notes for the three
months ended March 31, 2005. The Management Discussions and Analysis was
prepared as of May 10, 2005.

Basis of Presentation - Bear Ridge Resources Ltd. ("Bear Ridge" or the
"Company") was incorporated as 1142356 Alberta Ltd. on December 14, 2004 under
the Business Corporations Act (Alberta). The Company participated in the Plan of
Arrangement "Arrangement" entered into by Ketch Resources Trust, Ketch Resources
Ltd, Bear Creek Energy Ltd., Bear Ridge Resources Ltd. and Kereco Energy Ltd.
which resulted in Bear Ridge acquiring certain oil and gas asset formerly owned
by Bear Creek Energy Ltd. As a result of the Arrangement there are no historical
comparisons presented.

Non-GAAP Measurements - The Management's Discussion and Analysis contains the
term cash flow from operations, which should not be considered an alternative
to, or more meaningful than cash flow from operating activities as determined in
accordance with Canadian generally accepted accounting principles as an
indicator of the Company's performance. Bear Creek's determination of cash flow
from operations may not be particularly comparable to that reported by other
companies, especially those in other industries. The reconciliation between net
earnings and cash flow from operations can be found in the consolidated
statement of cash flows in the audited consolidated financial statements. The
Company also presents cash flow from operations per share whereby per share
amounts are calculated using weighted average shares outstanding consistent with
the calculation of earnings per share. The Company will also use operating
netback as an indicator of operating performance. Operating netback is
calculated on a per boe basis taking the sales price and deducting off royalties
and operating expenses.

BOE Presentation - The term barrels of oil equivalents (BOE) may be misleading,
particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 bbl is
based on an energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the wellhead. All BOE
conversions in the report are derived by converting gas to oil in the ratio of
six thousand cubic feet of gas to one barrel of oil.

PETROLEUM AND NATURAL GAS SALES

For the three months ended March 31, 2005 Bear Ridge recorded $903,050 in
natural gas sales, $213,202 in crude oil sales and $74,276 in natural gas liquid
sales. Total daily volumes in the first quarter averaged 287 boe/d consisting of
1,381 mmcf per day of natural gas, 40 bbl per day of oil and NGL's of 17 bbl per
day. The per boe calculation is based on the 90 day average in the quarter,
however the Company did not account for the production until January 18, 2005.



Three months
ended March 31
Average daily production volumes 2005

Natural gas (mcf/d) 1,381
Oil (bbl/d) 40
NGL'S (bbl/d) 17
-------------------------------------------------------------------------
Total (boe/d) 287
-------------------------------------------------------------------------
-------------------------------------------------------------------------


The Company sells all of their gas into the spot market based on the Alberta
AECO reference price. AECO averaged $6.34 in the first quarter of 2005. Oil
prices are derived from the WTI average price and the U.S. $ exchange rate. For
the three months ended March 31, 2005, WTI oil averaged $U.S. 49.84 per bbl and
the exchange rate was 1.227.



Three months
ended March 31
Average prices per unit of production 2005
-------------------------------------------------------------------------

Natural gas - $/mcf 7.26
Crude oil - $/bbl 58.76
Natural gas liquids - $/bbl 50.08
-------------------------------------------------------------------------


ROYALTIES

Royalties for the first quarter of 2005 were $329,970 resulting in an average
royalty rate of 27.7 percent.



Three months
ended March 31
Royalty Category 2005
-------------------------------------------------------------------------
Crown 243,042
Override 86,928
ARTC -
-------------------------------------------------------------------------
Total Royalty 329,970
-------------------------------------------------------------------------
-------------------------------------------------------------------------



Three months
ended March 31
Average royalty rates
(% of sales) 2005
-------------------------------------------------------------------------
Royalty Category
Crown 20.4
Override 7.3
ARTC -
-------------------------------------------------------------------------
Total Royalty 27.7
-------------------------------------------------------------------------
-------------------------------------------------------------------------


OPERATING EXPENSES

Operating costs totaled $166,526 or $6.45 per boe for the three month period
ending March 31, 2005.

TRANSPORTATION EXPENSES

Transportation expenses for the three months ended March 31, 2005 were $16,161
or $0.63 on a per unit basis.



OPERATING NETBACK

The operating netback for the three months ended March 31, 2005, was
$26.24 per boe consisting of the following breakdown:

Three months
ended March 31
Operating Netback 2005
-------------------------------------------------------------------------
$/boe
Sales price 46.09
Royalties (12.77)
Operating expense (6.45)
Transportation expense (0.63)
-------------------------------------------------------------------------
Operating Netback 26.24
-------------------------------------------------------------------------
-------------------------------------------------------------------------


GENERAL AND ADMINISTRATIVE EXPENSES ("G&A")

For the three month period ended March 31, 2005, the Company incurred G&A
expenses of $270,592. On a per unit basis the costs in the first quarter of 2005
were $10.48 per boe. G&A expenses consist of the monthly management fee charged
by Ketch based on the technical services agreement and any direct costs charged.

G&A costs on a boe basis are higher than we expect to see in future periods as
certain one time costs associated with the start-up were incurred in the period.
In addition increasing volumes through the year will also push down per unit
costs. The Company did not capitalize any of its G&A costs in the first quarter
of 2005.



Three months
ended March 31
G & A Expense 2005
-------------------------------------------------------------------------
G&A expense (gross) 270,592
Overhead recoveries -
-------------------------------------------------------------------------
G&A expense (net) 270,592
G&A expense $/boe (net) 10.48
-------------------------------------------------------------------------


Technical services agreement

In conjunction with the Plan of Arrangement, Bear Ridge and Ketch Resources Ltd.
entered into a Technical Service Agreement which provides for the shared
services required to manage Bear Ridge's activities and govern the allocation of
general and administrative expenses between the entities. Under the Technical
Services Agreement, Bear Ridge is charged a technical services fee by Ketch
Resources Ltd., on a cost recovery basis, in respect of management, development,
exploitation, operations and marketing activities. The allocation uses
production and capital expenditures, for the period as the basis for determining
how costs are allocated. For the period the technical services fee was $204,256.

STOCK BASED COMPENSATION

The Company accounts for stock based compensation using the fair value method
for stock options and an intrinsic value method for the special performance
units. Under the fair value method the Black-Scholes option pricing model was
used to calculate the first quarter expense and is recorded in the earnings
statement over the vesting period of the options. Under the intrinsic value
method a "mark to market" calculation is completed to value the units and record
their value over the vesting period of the units.

For the three month period ended March 31, 2005, the Company had stock based
compensation expenses of $187,998 or $7.28 per boe. These costs are higher on a
per unit basis than we expect to see in the future periods as the Company
realizes sales volume increases.



Stock Based Three months
Compensation Expense ended March 31
$ 2005
-------------------------------------------------------------------------
Expense 187,998
Expense $/boe 7.28
-------------------------------------------------------------------------


INTEREST EXPENSE

In the three month period ended March 31, 2005, the Company recorded interest
expense of $831.

DEPLETION, DEPRECIATION AND ACCRETION

Depletion and deprecation in the first quarter of 2005 was $422,000. Accretion
of the asset retirement obligation for the three month period was $4,061. On a
per boe basis depletion and depreciation was $16.34 per boe and $0.16 per boe
for accretion for the first quarter of 2005. The DD&A rate is impacted by the
costs to acquire, explore and develop reserves of crude oil and natural gas,
known as finding and development costs.



Three months
ended March 31
$ 2005
-------------------------------------------------------------------------
Depletion and depreciation 422,000
Accretion 4,061

Cost per boe
Depletion and depreciation 16.34
Accretion 0.16
-------------------------------------------------------------------------


TAXES

For the three month period ended March 31, 2005, the Company did not record any
current or future tax expense.

CASH FLOW AND NET INCOME

Cash flow from operations was $406,447 for first quarter of 2005. Basic and
diluted cash flow for the period ended were $0.02 per share. The company
recognized a net loss of ($207,612) for the period. Basic and diluted net loss
per share were ($0.01).



Three months
ended March 31
2005
-------------------------------------------------------------------------
Cash flow from operations - per share
Basic & Diluted 0.02
-------------------------------------------------------------------------
Net loss - per share
Basic & Diluted (0.01)
-------------------------------------------------------------------------


CAPITAL EXPENDITURES

During the first quarter of 2005, the Company drilled 7 (6.25 net) wells
resulting in 6 (5.25 net) gas wells, for an 86 percent success rate. Capital
expenditures during the first quarter of 2005 were $26.4 million which included
$21.4 million related to the acquisition of the properties per the Arrangement.
Capital expenditures for the three month period ended March 31 for 2005 is as
follows:



Three months
ended March 31
Capital Expenditures $ 2005
-------------------------------------------------------------------------
Land 582,789
Property Acquisitions 21,636,121
Geological & Geophysical 88,000
Drilling & Completions 3,717,669
Equipment & Facilities -
Asset Retirement Obligation 397,684
Corporate Acquisition -
-------------------------------------------------------------------------
Total Capital Expenditures 26,422,263
-------------------------------------------------------------------------
-------------------------------------------------------------------------


The Company records the fair value of future obligations associated with the
retirement of long-lived tangible assets, such as well sites and facilities.
Accounting for the recognition of this obligation results in an increase to the
carrying values of these assets. This amount has been shown as the Company's
Asset Retirement obligation.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a revolving demand loan facility for up to a maximum of $7
million with a Canadian financial institution at March 31, 2005. The Company had
working capital of $4.5 million including a cash balance of $6.0 million.

During the first quarter of 2005 the Company closed a private placement equity
offering of 2,200,000 shares at $3.55 per share for gross proceeds of $7.8
million (net proceeds of $7.3 million).

On an ongoing basis, the Company will typically utilize three sources of funding
to finance its capital expenditure program; internally generated cash flow from
operations, debt where deemed appropriate and new equity issues if available on
favorable terms. When financing corporate acquisitions the Company may also
assume certain future liabilities. In addition, the Company may adjust its
capital expenditure program depending on the commodity price outlook, and
further opportunities that are identified.

ACTIVITY SUBSEQUENT TO THE END OF THE QUARTER

Subsequent to the end of the quarter, the Company:

Announced an agreement to acquire certain natural gas and light oil assets
located in Central Alberta from a private company for $10.3 million including
land and seismic. The assets acquired are located in the Nelson and Sounding
areas of Central Alberta and are currently producing approximately 210 boe/d
with a gas weighting of 87%. An additional 130 boe/d is tested and behind pipe.
Reserves assigned are 511 mboe of proved reserves and 560 mboe of proved plus
probable reserves. Both properties offer upside drilling opportunities and pool
optimization potential and provide year round drilling with available facilities
and infrastructure for further development.

Bear Ridge has also been granted Good Production Practices (GPP) on its 2/11-16
Viking oil well at Sakwatamau. The 100% working interest well tested at rates
exceeding 400 boe/d when it was drilled in the first quarter 2004 and has been
producing at a restricted allowable rate of 50 boe/d for the past year. Since
receiving GPP approval April 1, 2005, the well has been on production at a pump
limited rate of 320 boe/d.

OUTLOOK

Bear Ridge conducted a very active drilling program during its inaugural quarter
with 7 (6.25 net) wells drilled and cased. Due to wet weather and equipment
shortages, completion operations on these wells will be delayed to the second
quarter. The Company plans to continue with an active drilling program for the
balance of the year. With our anticipated production growth through to the end
of 2005 we will see fixed costs such as general and administrative costs drop
significantly on a boe basis to levels in line with our peer group.

Our focus will continue to be towards natural gas reserve and production growth
through drilling and optimization activity in the Peace River Arch and west
central Alberta areas on the recently acquired assets and our existing assets.
The Company also intends to pursue complimentary property and corporate
acquisitions that will enhance the value of the Company.

Forward Looking Statements - Certain information regarding Bear Ridge Resources
Ltd. set forth in this document, including management's assessment of Bear Ridge
Resources Ltd.'s future plans and operations, contains forward- looking
statements that involve substantial known and unknown risks and uncertainties.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond Bear Ridge Resources Ltd.'s control,
including the impact of general economic conditions, industry conditions,
volatility of commodity prices, current fluctuations, imprecision of reserve
estimates, environmental risks, competition from other producers, the lack of
availability of qualified personnel or management, stock market volatility and
ability to access sufficient capital from internal and external sources. Bear
Ridge Resources Ltd.'s actual results, performance or achievement could differ
materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurance 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 that Bear Ridge Resources Ltd. will derive there
from.



Bear Ridge Resources Ltd.

CONSOLIDATED BALANCE SHEET (note 1)
(unaudited)

As at March 31 2005
-------------------------------------------------------------------------

ASSETS
Current
Cash and cash equivalents $ 6,005,787
Accounts receivable 2,187,760
Prepaids and deposits 169,446
-------------------------------------------------------------------------
8,362,993

Property and equipment (note 3) 26,000,263
-------------------------------------------------------------------------
$ 34,363,256
-------------------------------------------------------------------------
-------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current
Accounts payable and accrued liabilities $ 3,842,958
-------------------------------------------------------------------------

Asset retirement obligations (note 7) 401,745
-------------------------------------------------------------------------
4,244,703
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Shareholders' equity
Share capital (note 6) 31,375,924
Warrants (note 6) 711,354
Contributed surplus 187,998
Deficit (2,156,723)
-------------------------------------------------------------------------
30,118,553
-------------------------------------------------------------------------
$ 34,363,256
-------------------------------------------------------------------------
-------------------------------------------------------------------------
See accompanying notes


On behalf of the Board:

David Ambedian Russell J. Tripp
Director Director



Bear Ridge Resources Ltd.

CONSOLIDATED STATEMENT OF LOSS
AND DEFICIT (note 1)
(unaudited)

For the three month period ended March 31

-------------------------------------------------------------------------
2005
-------------------------------------------------------------------------
REVENUE
Petroleum and natural gas $ 1,190,527
Royalties, net of Alberta Royalty Tax Credit (329,970)
-------------------------------------------------------------------------
860,557
-------------------------------------------------------------------------
EXPENSES
Operating 166,526
Transportation 16,161
General and administrative 270,592
Stock based compensation (note 6) 187,998
Interest (note 5) 831
Depletion, depreciation and accretion 426,061
-------------------------------------------------------------------------
1,068,169
-------------------------------------------------------------------------

Net loss (207,612)
-------------------------------------------------------------------------
Deficit beginning of period (2,981,589)
Settlement of debt (note 9) 1,032,478
-------------------------------------------------------------------------
Deficit, end of period $ (2,156,723)
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Net loss per share (note 6) $ (0.01)
Basic and diluted
-------------------------------------------------------------------------
-------------------------------------------------------------------------
See accompanying notes



Bear Ridge Resources Ltd.

CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
For the three month period ended March 31

-------------------------------------------------------------------------
2005
-------------------------------------------------------------------------

OPERATING ACTIVITIES
Net loss $ (207,612)
Items not involving cash:
Depletion, depreciation and accretion 426,061
Stock based compensation expense 187,998
-------------------------------------------------------------------------
Funds provided by operations 406,447
Change in non-cash working capital (4,126,760)
-------------------------------------------------------------------------
Cash provided by operating activities (3,720,313)
-------------------------------------------------------------------------

FINANCING ACTIVITIES
Issue of common shares for cash, net of costs 7,303,045
Issue of preferred shares for cash 6,200,000
Repayment of debt (note 4) (2,000,000)
-------------------------------------------------------------------------
Cash provided by financing activities 11,503,045
-------------------------------------------------------------------------

INVESTING ACTIVITIES
Acquisition of properties (note 1 & 4) (1,051,889)
Expenditures on property and equipment (4,388,458)
Change in non-cash working capital 3,183,000
-------------------------------------------------------------------------
Cash used in investing activities (2,257,347)
-------------------------------------------------------------------------

Change in cash during the period 5,525,385
-------------------------------------------------------------------------

Cash and cash equivalents, beginning of period 480,402
-------------------------------------------------------------------------

Cash and cash equivalents, end of period $ 6,005,787
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Supplementary disclosure
Cash interest paid $ 831
Capital taxes paid $ -

See accompanying notes


Notes to the Consolidated Financial Statements
March 31, 2005
(unaudited)


1. BASIS OF PRESENTATION

Bear Ridge Resources Ltd. ("Bear Ridge" or the "Company") was
incorporated as 1142356 Alberta Ltd. on December 14, 2004 under the
Business Corporations Act (Alberta) as a wholly-owned subsidiary of
Ceyba Inc. (the "Parent"). On December 16, 2004 the Parent and Ceyba
Corp.("Ceyba") entered into the Bear Ridge Come-Along Agreement with
Bear Creek Energy Ltd. ("Bear Creek") and Ketch Resources Ltd.
("Ketch") to participate in the Plan of Arrangement involving the two
companies.

Pre Plan of Arrangement Transactions

On January 5, 2005 the Company acquired Ceyba from the Parent. Prior
to August 1, 2003, Ceyba developed and marketed optical technology
for the telecommunications industry. On August 1, 2003 Ceyba made an
assignment in bankruptcy under the Bankruptcy and Insolvency Act
(Canada). Ceyba subsequently disposed of substantially all of its
intellectual property asset to an arm's length third party. The
trustee in bankruptcy for Ceyba entered into an agreement with a
third party investor wherein the investor agreed to fund the amounts
necessary to satisfy the creditor proposal in consideration for an
exchangeable debenture convertible into shares of Bear Ridge. Bear
Ridge acquired all the shares of Ceyba and all inter-company debt
between the Parent and the Ceyba by the issuance of Class A common
shares of the Company.

As Ceyba and the Company were under common control of the Parent, the
accompanying consolidated financial statements of the Company have
been accounted for on a "continuity of interests' basis" with all
assets and liabilities of Ceyba consolidated with the Company at
their former carrying values. The financial statements assume the
Company and subsidiary have been combined since inception. No
comparative information has been presented due to loss of financial
information. All inter-company accounts have been eliminated. At
December 31, 2004, prior to the acquisition of Ceyba the Company had
cash and issued capital of $1 each.

On January 12, 2005 Ceyba purchased petroleum and natural gas
properties from Bear Creek for a total cost of $200,000.

On January 14, 2005 there was an Initial Private Placement ("Private
Placement") of 3,404,256 Bear Creek Finance Ltd. ("Finco") common
shares at $1.175 per share to employees, contractors, officers and
directors of Bear Ridge. Attached to each share is 0.84 of a share
purchaser warrant with an exercise price of $1.41 per warrant. Each
Finco common share and corresponding warrant was exchanged for one
Bear Ridge preferred share, Series 1 on a one for one basis on
January 18, 2005. Each warrant will entitle the holder to purchase
one Bear Ridge preferred share. The Private Placement is subject to a
contractual holding period whereby a third of the shares can be sold
on the first, second and third anniversary dates of the Private
Placement. The warrants vest evenly on the second and third
anniversary date of the Private Placement and expire one year after
vesting. Pursuant to the Plan of Arrangement as described below,
Finco was wound up into Bear Ridge on January 18, 2005.

On January 15, 2005, the Company issued for cash, a $2.2 million
convertible debenture to an unrelated third party which was
immediately converted to 2,800,000 preferred shares of the Company.
The cash proceeds received were used to satisfy all the terms of a
creditors proposal under the Bankruptcy and Insolvency Act (Canada)
related to Ceyba.

On January 17, 2005, the articles of incorporation of the Company
were amended and the previously issued 700,000 issued Class A shares
were converted into 723,404 new Class A common shares of the Company
and the previously issued 2,800,000 preferred shares were converted
into 2,893,617 new preferred shares of the Company. On January 17,
2005 Ceyba amended its articles of incorporation to change its name
to Bear Ridge Exploration Ltd.

Plan of Arrangement

On October 27, 2004, Ketch and Bear Creek jointly announced that
their respective Boards of Directors had unanimously approved a
proposal to combine the two entities pursuant to a Plan of
Arrangement ("Arrangement") which results in the creation of Ketch
Resources Trust, the reorganization of Kereco Energy Ltd. ("Kereco")
as a public oil and gas exploration and development company which
initially owns certain oil and gas assets of Ketch and the
reorganization of Bear Ridge as a public oil and gas exploration and
development company which initially owns certain oil and gas assets
of Bear Creek. The Arrangement was completed on January 18, 2005 and
shareholders of Ketch received: (i) 1.0 trust unit of the Trust,
(ii) 0.4 of a Kereco common share or $1.06 in cash, and (iii) 0.4 of
a Bear Ridge common share or $0.48 in cash for each Ketch common
share owned. Shareholders of Bear Creek received: (i) 0.5 of a trust
unit of the Trust, (ii) 0.2 of a Kereco common share or $0.54 in
cash, and (iii) 0.2 of a Bear Ridge common share or $0.245 in cash
for each Bear Creek common share own

Contact Information

  • Bear Ridge Resources Ltd.
    Russell J. Tripp
    Chairman and Chief Executive Officer
    (403) 537-8440
    or
    Bear Ridge Resources Ltd.
    Douglas C. Hibbs
    President
    (403) 537-8440
    or
    Bear Ridge Resources Ltd.
    Brian A. Baker
    Vice President, Finance and Chief Financial Officer
    (403) 537-8440
    (403) 537-8450 (FAX)
    or
    Bear Ridge Resources Ltd.
    2200, 330 - 5th Avenue S.W.
    Calgary, Alberta T2P 0L4