RockBridge Resources Inc.

RockBridge Resources Inc.

August 26, 2013 09:00 ET

RockBridge Announces Financings and Share Consolidation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 26, 2013) - RockBridge Resources Inc. ("RockBridge" or the "Company") (TSX VENTURE:RBE) announces that it has entered into a subscription agreement, dated August 23, 2013, with Westlake Capital Ltd. ("Westlake"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), for a private placement of 3,100,000 RockBridge units (the "Units"), at a price of $0.05 per Unit (the "Westlake Private Placement"). Each Unit consists of one common share and one share purchase warrant exercisable for one year at $0.10 per share, all on a post consolidation basis as described below.

In order to facilitate the Westlake Private Placement and the other financing described below, the shares of RockBridge are to be consolidated on the basis of four (4) current shares for one (1) post consolidation share. The completion of the share consolidation is subject to approval of the Exchange, having been previously approved by the shareholders of RockBridge.

The Units in the Westlake Private Placement form part of Westlake's Qualifying Transaction pursuant to the capital pool company policy of the Exchange and will be distributed to the Westlake shareholders. Thereafter, Westlake will be delisted from the Exchange and dissolved. Any RockBridge Units distributed to the shareholders of Westlake who are currently holding their shares of Westlake in escrow, will continue to be held in escrow. It is anticipated that all the Units distributed to Westlake's shareholders will be subject to a statutory four month hold period. These transactions are subject to Exchange approval and approval by the Westlake shareholders.

The Westlake Private Placement and Westlake's Qualifying Transaction are non-arm's length transactions for the purposes of the Exchange as the parties have 2 common directors and officers, being Steve Mathiesen, a director and the CEO of both Westlake and RockBridge, and Gary Mathiesen, a director of Westlake and the CFO of both Westlake and RockBridge.

RockBridge also announces that it will be conducting a second private placement, non-brokered, subject to Exchange approval, of up to 3,100,000 units of RockBridge at $0.05 each. These units will consist of one common share and one share purchase warrant exercisable over 18 months at $0.10 per share in the first 12 months and at $0.15 per share in the final 6 months, all on a post consolidation basis as described above. Finder's fees, subject to Exchange approval, of 10% will be paid on this financing to investment dealers or other qualified finders, with 10% brokers' warrants to brokers. Each broker's warrant will be exercisable over 18 months at $0.10 per share in the first 12 months and at $0.15 per share in the final 6 months.

RockBridge is a junior oil and gas company and has 25% to 95% working interests in 6 producing oil and gas wells in Alberta, together with a 1% interest in the producing Woodrush project in BC and various interests in non-operating projects in Alberta. RockBridge, having completed an acquisition in July 2013, is now focused on making further acquisitions of producing oil and gas properties in Western Canada. It is currently cash flow positive and profitable and the net proceeds of the above financings will be primarily utilized to support its ongoing acquisition strategy and for working capital.



Steve Mathiesen, President & CEO

This news release may include statements about expected further events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. RockBridge cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what RockBridge currently foresees. Discussion on the various factors that may affect future results is contained in RockBridge' s recent filings, available on SEDAR.

Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this news release.

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