Ridgeline Energy Services Inc.

Ridgeline Energy Services Inc.

May 03, 2011 13:12 ET

Ridgeline Announces Brokered Private Placement With Byron Capital Markets Ltd.

CALGARY, ALBERTA--(Marketwire - May 3, 2011) - Ridgeline Energy Services Inc. ("Ridgeline" or the "Company") (TSX VENTURE:RLE), a Canadian publicly traded company www.ridgelinecanada.com announces its intention to proceed with a private placement of units.

Further to the Company's news releases of April 20 and April 25, 2011, Ridgeline has entered into an engagement letter dated May 2, 2011 with Byron Capital Market Ltd. ("Byron"), of Toronto, Ontario, in which Byron will lead a syndicate of agents (the "Agents"), including Intrynsyc Capital Corporation ("Intrynsyc"), on behalf of Ridgeline for a private placement of units.

Subject to regulatory approval, the Company intends to proceed with a private placement of 6,521,739 units at a price of $0.46 per unit for aggregate gross proceeds of $3,000,000. Each unit will consist of one common share and one-half of one common share purchase warrant (a "Unit"). Each whole warrant shall be exercisable for a two (2) year period from date of issue at a price of $0.65. In the event the private placement is fully subscribed, the Company has also granted the Agents an over-subscription option, exercisable upon closing of the private placement, for a further 4,347,826 Units also at a price of $0.46 for additional gross proceeds of $2,000,000 (the "Over-Subscription").

The Agents shall be entitled to receive a cash commission of 7% on the gross proceeds raised under the private placement including the Over-Subscription. The Company will also issue agents' warrants to the Agents in a number equal to 7% of the number of Units issued under the private placement including the Over-Subscription (the "Agents' Warrants"). Each Agents' Warrant shall be exercisable for a period of 24 months from the closing of the private placement at a price of $0.46 per unit. Each Agent's' Warrant is exercisable for one Unit.

The Units are expected to be offered through the Agents in the Provinces of Alberta, British Columbia and Ontario. The offering will be made to "accredited investors" within the meaning of National Instrument 45-106, or such other qualified persons as may be determined by Byron and Ridgeline. It is expected that insiders of the Company will be participating in the private placement.

The Company is considered a connected/related issuer, under applicable securities laws, to one of the Agents, Intrynsyc, as one of the directors and officers of the Company is also a director of Intrynsyc. Also, the same director and officer and another director of the Company indirectly hold greater than a 20% interest in Intrynsyc through a holding company.

The Company intends to use the net proceeds from the private placement for further development of its water treatment business, manufacturing waste water treatment equipment and research and development of the related intellectual property.

About Ridgeline Energy Services Inc.

Ridgeline Energy Services Inc. (TSX VENTURE:RLE) is an environmental technology and consulting company focused on waste management in the oil and gas industry. Through its subsidiary Ridgeline Water Inc., the Company is developing proprietary technology capable of efficiently treating large volumes of contaminated water generated by oil and gas producers operating in the Western Canadian Sedimentary Basin. The Company is working with energy majors in the application of proprietary technology for effective onsite treatment of produced water, hydraulic fracturing flowback water and oil sands process water (tailings ponds) and to recycle the water used in these oil and gas industry applications. Through its environmental consulting and remediation subsidiaries, Ridgeline Environment Inc. and Ridgeline GreenFill Inc., the Company has built a reputation as an established player in the provision of environmental services to Western Canada's large and growing oil and gas industry. The Company trades on the TSX Venture Exchange under the symbol "RLE". Additional information is available on the Company's website at: http://www.ridgelinecanada.com .

"This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

Neither 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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