Sentinel Rock Oil Inc
TSX VENTURE : SNT

February 08, 2011 09:00 ET

Sentinel Rock Oil Inc. and Sundance Energy Corporation- Update

CALGARY, ALBERTA--(Marketwire - Feb. 8, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Sentinel Rock Oil Inc. ("Sentinel Rock") (TSX VENTURE:SNT). Sentinel Rock entered into a letter of intent dated December 22, 2010 with Sundance Energy Corporation ("Sundance Energy" or "the Company") setting forth the basic terms and conditions by which they would complete a business combination (the "Proposed Transaction"). The letter of intent contemplated completion of due diligence and the entering into of a formal agreement providing for the Proposed Transaction by February 4, 2011. Sentinel Rock is pleased to announce that due diligence has been successfully concluded and a formal amalgamation agreement has been entered into. Refer to Sentinel Rock's news release dated January 26, 2011 for additional details regarding the Proposed Transaction.

In addition, Sentinel Rock and Sundance are pleased to announce that Macquarie Private Wealth Inc. ("Macquarie") has been engaged to act as Sundance's agent, on a commercially reasonable efforts basis and subject to the completion of satisfactory due diligence, in respect of the private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") at $0.50 per Subscription Receipt proposed to be completed by Sundance in conjunction with the Proposed Transaction. The Private Placement will be for minimum gross proceeds of $8,000,000 and maximum gross proceeds of $15,000,000. Each Subscription Receipt will convert into common shares of Sundance (and ultimately of Sentinel Rock) immediately prior to completion of the Proposed Transaction. Macquarie will be paid 7% agent's commission and will receive an option to acquire the number of common shares equal to 7% of the total number of Subscription Receipts sold under the Private Placement, at $0.50 per share, exercisable for 24 months. Assuming completion of the minimum gross proceeds under the Private Placement, the following expenditures will be made:

Commissions and Fees $ 850,000  
Poundmaker Test Wells $ 1,600,000  
Muskowekwan Test Well $ 1,000,000  
Ochapowace Test Well $ 1,000,000  
Chacachas Land Permits $ 1,000,000  
Chacachas 3D Seismic Program $ 2,000,000  
G & A and unallocated Working Capital $ 550,000  
TOTAL $ 8,000,000  

Assuming completion of the maximum gross proceeds under the Private Placement, additional funds will be used to pay additional commissions and to fund a $1,000,000 Test Well on the Chacachas lands with the remaining funds to be allocated as management determines based upon the results of the above expenditures. Refer to Sentinel Rock's news release dated January 17, 2011 for details regarding each of these properties.

Refer to Sentinel Rock's news release dated January 26, 2011 for additional details regarding the Private Placement. 

READER ADVISORY

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, final acceptance by the TSX Venture Exchange and, if applicable pursuant to the requirements of the Exchange, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Sentinel Rock should be considered highly speculative.

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning Sentinel Rock's future operations and prospects. The forward-looking statements and information are based on certain key expectations and assumptions made by Sentinel Rock, including expectations and assumptions concerning equipment and crew availability and financial capability. Although Sentinel Rock believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Sentinel Rock can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause Sentinel Rock's actual results and experience to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to reservoir performance, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, political and economic conditions. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this news release or otherwise, and to not use future-oriented information or financial outlooks for anything other than their intended purpose. Sentinel Rock undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.

The securities of the Corporation have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

NEITHER THE 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.

Contact Information

  • Sentinel Rock Oil Inc.
    Bryce Bonneville
    Vice President Business Development, Corporate Secretary and
    a director
    (403) 668 - 0427