RockBridge Resources Inc.

RockBridge Resources Inc.

May 23, 2012 08:00 ET

RockBridge Engages CHF Investor Relations; Amends Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 23, 2012) - RockBridge Resources Inc. ("RockBridge" or the "Company") (TSX VENTURE:RBE) today announced it has engaged CHF Investor Relations, effective immediately, to provide it with investor relations services. CHF is a highly regarded Canadian investor relations firm headquartered in Toronto and operating under the same management for the past nineteen years.

"The proposed merger of RockBridge and Crimson Energy Ltd. is a transformative step in which we are eager to garner new interest," said Mike O'Byrne, RockBridge CEO. "Communicating our merger and growth strategy, which involves drilling wells in the highly prospective Pembian Cardium play, to brokers, analysts and investment bankers across Canada will be substantive to our success."

Subject to TSX Venture Exchange approval, the agreement for investor relations and market-making services is for a twelve-month term, subject to a review at the six-month mark and may be extended by up to one year. Under the terms of the agreement, fees to CHF are $7,500 per month and eligible expenses will be reimbursed. As part of this agreement, and subject to TSX Venture approval, CHF will be granted a total of 600,000 options with 200,000 options exercisable at $0.10; 200,000 options exercisable at $0.15; and 200,000 options exercisable at $0.20. The options vest in stages over twelve months with no more than one quarter of the options vesting in any three-month period, to expire in five years. Further, upon termination of the contract, CHF will have 30 days to exercise any vested options. Prior to the grant of options, CHF had no direct or indirect interests in RockBridge or its securities.

The market-making activity will be conducted using a registered broker in compliance with Policy 3.4 of the TSX Venture Exchange Corporate Finance Manual (the "Manual"), IIROC's Universal Market Integrity Rules & Policies (2010) and other relevant policies, so that trading orders in RockBridge's shares are made to manage share price volatility and imbalances of orders in order to improve trading liquidity on the exchange. In accordance with Policy 3.4, section 2.8 of the Manual that states in part, "an Issuer may not use its own funds, or provide direct or indirect compensation to other parties to undertake a market-making function in its securities", the Company and CHF confirm that capital for the purposes of market-making has not and will not be provided from the Company's treasury.

Further to its news release on April 17, 2012, RockBridge is proceeding with a non-brokered private placement financing of up to the reduced amount of $3 million in flow-through units and non flow-through units, subject to regulatory approval. As previously announced, all units are priced at $0.05 each and each flow-through unit consists of one flow-through common share and one-half share purchase warrant. Each non flow-through unit consists of one regular common share and one whole share purchase warrant. Each whole share purchase warrant is exercisable for one year for one regular share at $0.10 each. Net proceeds from this financing will be used to fund the Company's drilling operations and for general corporate purposes.

Finder's fees, subject to regulatory approval, of 8% will be paid on the financing to investment dealers or other qualified finders, and 8% brokers' warrants to brokers, with each warrant exercisable for one year for one regular share at $0.10.

About CHF Investor Relations

CHF is an outsourced, low-cost equivalent to an internal investor relations department. CHF serves an international portfolio of TSX Toronto Stock Exchange, TSX Venture Exchange and CNSX-listed companies that operate in a broad range of industries including oil & gas, resource exploration and development, mineral production, high-tech, biotech, industrial and business services and products, and special situations. CHF's capital market experience dates back to the late 1970s.

About RockBridge Resources Inc.

RockBridge, along with its joint venture projects with Crimson Energy Ltd., has 35% to 50% working interests in five sections in the Pembina Cardium oil and gas field in Alberta. In addition, RockBridge has a 1.0% interest in the producing Woodrush project in BC and various interests in non-operating projects in Alberta.



Mike O'Byrne, 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 press release.

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