Pine Cliff Energy Ltd.

Pine Cliff Energy Ltd.

December 21, 2011 08:00 ET

Pine Cliff Announces Rights Offering, Private Placement and Management Appointment

CALGARY, ALBERTA--(Marketwire - Dec. 21, 2011) - Pine Cliff Energy Ltd. (TSX VENTURE:PNE)

$1,961,192 Rights Offering

Pine Cliff Energy Ltd. ("Pine Cliff") ( (TSX VENTURE:PNE) is pleased to announce that it will be offering rights to holders of its common shares of record at the close of business on January 11, 2012 ("Record Date"), expiring February 3, 2012 ("Expiry Date"). The offering will be made in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and in such other jurisdictions where Pine Cliff is eligible to make such offering (the "Eligible Jurisdictions"). The offering is subject to regulatory approval, including that of the TSX Venture Exchange.

Shareholders of record on the Record Date will receive one right for each common share held. Four (4) rights will entitle the holder to purchase one Pine Cliff common share ("Common Share") at a subscription price of $0.17 per Common Share (the "Subscription Price"). The rights offering will include an additional subscription privilege under which holders of rights who fully exercise their rights will be entitled to subscribe for additional Common Shares, if available, that were not otherwise subscribed for in the rights offering. A fully subscribed rights offering will raise gross proceeds of $1,961,192, which will be used for funding Pine Cliff's 2012 capital expenditures and for general working capital purposes.

To subscribe for Common Shares, a completed rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the rights offering, Olympia Trust Company (the "Subscription Agent"), prior to 4:00 pm (Calgary time) on the Expiry Date.

The Common Shares are expected to commence trading on the TSX Venture Exchange on an ex-rights basis at the opening of business on January 9, 2012, meaning that Common Shares purchased on, or following that date will not be entitled to receive the rights under this offering. At that time, the rights are expected to be posted for trading on the TSX Venture Exchange Inc. and will trade under the symbol "PNE.RT". Trading of the rights is expected to continue until 10:00 am (Calgary time) on the Expiry Date.

The rights offering is being made to holders of Common Shares in the Eligible Jurisdictions and a rights offering circular and rights certificate will be mailed to such shareholders on or about the Record Date. Rights certificates will not be mailed to holders of Common Shares resident outside of the Eligible Jurisdictions ("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent the rights offering circular and a letter advising them that their rights certificates will be issued to and held by the Subscription Agent, which will hold those rights as agents for the benefit of all Non-Qualifying Shareholders. The Subscription Agent will attempt, on a best efforts basis, to sell the rights of Non-Qualifying Shareholders over the facilities of the TSX Venture Exchange. The Subscription Agent will mail cheques representing the net proceeds, less applicable withholding taxes and without interest, from such sales. Pine Cliff will accept subscriptions from Non-Qualifying Shareholders if they satisfy Pine Cliff and the Subscription Agent that such offering to, and subscription by, such holder or transferee is lawful and in compliance with all securities and other laws applicable in the jurisdiction where such holder of transferee is resident. A Non-Qualifying Shareholder who meets these requirements and wishes to exercise rights must follow the procedures set out in the rights offering circular.

All of Pine Cliff's current executive officers and directors have indicated that they intend to fully participate in the rights offering. Further details regarding the rights offering and the procedures to be followed will be contained in the rights offering circular.

$1,513,000 Private Placement

In addition to the rights offering, Pine Cliff announces that it is proposing to issue, by way of non-brokered private placement, up to 8,900,000 Common Shares at a purchase price of $0.17 per Common Share for gross proceeds up to $1,513,000 ("Private Placement"). The new directors and officers of Pine Cliff (and their respective associates) are expected to purchase 100% of the Common Shares being issued pursuant to the Private Placement.

The proceeds of the Private Placement will be used for Pine Cliff's 2012 capital expenditures and for general corporate purposes. The Common Shares will be subject to a four month hold period. Closing of the Private Placement is expected to occur on or about February 3, 2012. Completion of the Private Placement 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.

As Pine Cliff expands its operations, it will need additional capital, some of which will be funded through future public and private equity financings.

Change in Management

The Pine Cliff Board of Directors is very pleased to announce that Phil Hodge has been appointed the President and Chief Executive Officer of Pine Cliff commencing January 2, 2012 and a Director of Pine Cliff effective immediately. Phil will assume the Chief Executive Officer duties from George Fink who has been appointed Executive Chairman of the board of directors effective January 2, 2012 and will remain as a Director of Pine Cliff and an active advisor to the incoming management team. Mr. Fink and Mr. Hodge will be interviewing candidates for employment positions in the New Year and it is anticipated that further additions to the management team will be announced in early 2012. Mr. Randy Jarock will remain as Pine Cliff's Chief Operating Officer and will continue as an active advisor. Mr. Robb Thompson will continue as Pine Cliff's Chief Financial Officer.

Mr. Hodge most recently held the positions of Vice President, Business Development and Vice President Acquisitions and Divestments at one of the largest conventional oil and natural gas producers in North America. Prior to that, Phil was a Managing Director at a Calgary based investment bank. Prior to 2006, Phil was Vice-President and General Counsel of a TSX listed company specializing in the development and manufacturing of natural gas engines where he was also responsible for the formation and growth of the company's business in China. Prior to 2000, Phil was a partner at a Canadian national law firm, practicing in that firm's securities, and mergers and acquisitions teams in its Calgary office.


This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction, including the United States, absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of such state. The rights and the Common Shares will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person, absent registration or an applicable exemption therefrom.

Forward-Looking Information

This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes statements with respect to Pine Cliff's intention to complete the rights offering and the timing and procedures related thereto, the listing of the rights on the TSX Venture Exchange and the timing thereof, the use of proceeds from the rights offering, the treatment of Non-Qualifying Shareholders under the rights offering, the intention to complete the Private Placement and the timing thereof and the use of proceeds from the Private Placement. Material assumptions and factors that could cause actual results to differ materially from such forward-looking information includes management's ability to raise the anticipated gross proceeds from the rights offering and Private Placement and the failure to obtain final approval from the TSX Venture Exchange and the securities commissions. Although Pine Cliff believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Pine Cliff disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

For Further Information:

Further information relating to Pine Cliff may be found on as well as on Pine Cliff's website at

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.

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