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

Redcliffe Exploration Inc.

November 21, 2007 09:46 ET

Redcliffe Provides Update on Arrangement and Private Placement

CALGARY, ALBERTA--(Marketwire - Nov. 21, 2007) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS.

Redcliffe Exploration Inc. (TSX VENTURE:RXI.A) (TSX VENTURE:RXI.B) ("Redcliffe" or the "Corporation") is pleased to announce that it has entered into an amended and restated arrangement agreement (the "Amended Agreement") dated effective November 19, 2007. As disclosed on October 19, 2007, Redcliffe entered into an arrangement agreement with its wholly owned subsidiary, Redcliffe Exploration Ltd. and Redcliffe Energy Ltd. ("REL"), pursuant to which the Corporation would acquire all of the outstanding REL common shares on the basis of 0.7812 Redcliffe class "A" shares and 0.0287 Redcliffe class "B" shares for each REL common share, and all three parties would combine as one company (the "Arrangement"). The Amended Agreement further refines the exchange ratio to 0.7812350 Redcliffe class "A" shares and 0.0287219 Redcliffe class "B" shares for each REL common share and modifies the steps of the plan of arrangement in order to give effect to the Arrangement, as contemplated. Redcliffe and REL have prepared a joint management information circular (the "Circular") providing comprehensive information regarding the Arrangement and the parties thereto, which is expected to be mailed today to registered shareholders of both REL and Redcliffe. Meetings of each of the Corporation's shareholders and REL's shareholders will be held on December 18, 2007, to consider the Arrangement, and if approved, the Arrangement is expected to close on the same day.

Redcliffe is also pleased to announce that it expects to complete its previously announced non-brokered private placement of up to 16,666,667 units of the Corporation at $0.45 per unit for gross proceeds to the Corporation of up to $7,500,000, on November 23, 2007. Further particulars of the private placement were disclosed on November 7, 2007.

Redcliffe's strategy is to build shareholder value through internally generated exploration and development drilling, and through selective acquisitions. Redcliffe explores for liquid-rich, multi- zone gas at depths of 1,500 - 2,800 meters in the Pembina and Peace River Arch areas of western Alberta.

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.

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