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

Redcliffe Exploration Inc.

December 17, 2008 14:09 ET

Redcliffe Announces Proposed Acquisition

CALGARY, ALBERTA--(Marketwire - Dec. 17, 2008) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Redcliffe Exploration Inc. ("Redcliffe") (TSX VENTURE:RXP.A) (TSX VENTURE:RXP.B) is pleased to announce that it has entered into a definitive agreement to acquire First Western Financial Ventures Inc. ("FWF") in exchange for cash and shares (the "Acquisition"). FWF's net assets at September 30, 2008 are approximately $1,657,000, consisting of cash and cash equivalents less accounts payable and accrued liabilities. FWF has 8,800,000 common shares outstanding. Under the terms of the Acquisition, Redcliffe will pay either cash in the amount of $0.125 per FWF common share, up to a maximum of $198,000, or 0.39 of a Redcliffe Class A share for each FWF common share. Assuming maximum cash consideration, Redcliffe expects to issue 2,814,240 Class A shares upon closing of the Acquisition.

The Acquisition is expected to close on or around February 10, 2009. The completion of the Acquisition is subject to a number of conditions, including the approval of the TSX Venture Exchange and FWF shareholder approval, as well as certain other conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Reader Advisories

Forward-Looking Statements: This news release contains statements about future events that are forward looking in nature and, as a result, are subject to certain risks and uncertainties such as changes in plans or the occurrence of unexpected events. Actual results may differ from the estimates provided by management.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold in the United States unless an exemption from registration is available. This news release does not constitute an offer to sell or the solicitation of an offer to buy these securities in the United States.

The TSX Venture Exchange has not reviewed and does not accept 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