Red Rock Energy Inc.
TSX VENTURE : RRK

Red Rock Energy Inc.

September 08, 2011 13:26 ET

Red Rock Energy Inc. Executes Letter of Engagement for Financing

CALGARY, ALBERTA--(Marketwire - Sept. 8, 2011) -

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

RED ROCK ENERGY Inc. (TSX VENTURE:RRK) ("Red Rock" or "the Corporation") has executed a Letter of Engagement with Wolverton Securities Ltd. ("the Agent") pursuant to which the Agent has agreed to act as agent in connection with a brokered private placement financing of units and flow through common shares to raise a minimum of $2.5 million and a maximum of $5.6 million. This financing, which remains subject to the completion of due diligence procedures by Wolverton and will be completed on a commercially reasonable efforts basis, contemplates the issuance of up to a maximum of 30,666,667 units at a price of $0.15 and up to 5,555,556 flow through common shares at a price of $0.18 per flow through share. The financing is subject to raising minimum aggregate gross proceeds of $2.5 million, of which at least $2.0 million is to be raised through the issuance of units. Each unit will be comprised of one common share and one non-transferable common share purchase warrant, with each full warrant being exercisable for one common share of the Corporation within 18 months of the closing date, subject to acceleration in certain circumstances, and at a price of $0.25 per share. The parties intend to close this offering as quickly as practicable, and expect such to occur within 60 days.

Proceeds of the offering will be used to continue development of the Corporation's petroleum exploration project in north eastern British Columbia, such activity to include commencement of recompletion and exploratory drilling activities and acquisition of additional lands in the general region. A portion of the funds raised will also be applied to general corporate purposes.

Forward-Looking Statements

This news release may contain forward-looking statements, including but not limited to statements regarding the expected timing of and use of proceeds of the financing. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors, including the possibility that the Corporation does not close the financing, that could cause actual events or results to differ materially from those projected in the forward-looking statements. Additionally, the financing is subject to the approval of the TSX Venture Exchange.

For further information regarding., please refer to the Corporation's filings available on SEDAR (Http://www.sedar.com).

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities of the Corporation in any jurisdiction, including the United States. The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and have not been and will not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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.

Contact Information

  • Red Rock Energy Inc.
    Sandy Loutitt
    President
    (403) 685-9892