Southern Pacific Resource Corp.

Southern Pacific Resource Corp.
Rochester Energy Corp.

June 24, 2008 17:57 ET

Southern Pacific and Rochester Energy Enter Into Definitive Arrangement Agreement

CALGARY, ALBERTA--(Marketwire - June 24, 2008) - Southern Pacific Resource Corp. ("Southern Pacific" or the "Corporation") (TSX VENTURE:STP) and Rochester Energy Corp. ("Rochester") (TSX VENTURE:ROH) are pleased to announce that they have entered into an arrangement agreement pursuant to which they will combine their businesses and assets (the "Transaction") and continue under the management of Southern Pacific. The Arrangement Agreement contains non-solicitation provisions and, under certain circumstances, a termination fee. Southern also has the right under the Arrangement Agreement to match any superior proposal.

Southern and Rochester are arm's length parties and the Transaction has the unanimous support of the respective Directors of Southern and Rochester. Under the terms of the Transaction, Rochester shareholders will receive either: (i) 0.41 Southern Shares in the event that the working capital of Rochester is greater than $800,000 as at the closing date; or (ii) 0.40 Southern Shares in the event that the working capital of Rochester is less than $800,000 as at the closing date. Convertible securities will continue as convertible securities of Southern in accordance with their terms and subject to adjustment for the consideration ratio as set forth herein. Upon completion of the transaction, the combined company will have approximately 118,612,000 common shares outstanding.

Shareholders of Rochester (including management and directors) holding approximately 6.1% of the outstanding securities of Rochester have agreed to vote in favour of the Transaction. Rochester expects to mail an Information Circular to its security holders on or about July 18, 2008. The Transaction will require the approval of 66-2/3% of the votes cast by Rochester security holders and will be subject to all requisite regulatory approvals and other customary conditions, including approval of the TSX Venture Exchange and the Court of Queen's Bench of Alberta. Security holders of Rochester will be asked to consider the Transaction at a special meeting expected to be held on or about August 31, 2008. Closing is expected to occur shortly after that meeting.

The key asset of Rochester is their 100% working interest in 50 sections of oilsands leases. Rochester also owns an average 19% working interest in certain producing natural gas assets located in the Medicine Lodge field in NW Alberta. After consolidation Southern Pacific will have an interest in 269 sections (225.2 net WI) of oilsands leases. The Rochester owned 50 sections of oilsands leases are split into 2 areas, Long Lake and MacKenzie.

At Long Lake, Rochester owns 32 sections of land that directly complements Southern Pacific's 80% working interest in 43 sections; bringing the combined lands to a total of 75 sections, 66.4 on a net working interest basis. The combined land assets create a dominant position to move forward with a plan to delineate and ultimately develop a commercial project in an area where Southern Pacific encountered its best gross and net continuous bitumen thicknesses (38.5 m and 29.5 m respectively) during last winter's corehole exploration program. Prior to this consolidation, it was believed by Southern Pacific's management team that its lands did not have the necessary continuity and alignment to move forward without an acquisition or joint venture with Rochester.

This acquisition ensures that development at Long Lake will be carried out efficiently and cost effectively.

At MacKenzie, Rochester owns 18 sections of prospective oilsands leases which will effectively become the sixth exploration and development area within Southern Pacific. Although no physical exploration work has been completed on this block to date, Rochester had surveyed and permitted a corehole program on the block scheduled for last winter, however the program was deferred. Southern Pacific views this land as highly prospective and intends to incorporate the exploration of the MacKenzie block into its upcoming winter program.

The Medicine Lodge asset consists of an average working interest of 19% in 5 producing natural gas wells and an 18 3/4% interest in a gas plant. The combined net production to Rochester is approximately 275 mcf/d of natural gas and 7 bbl/d of natural gas liquids. The property is non-operated. Although not core to Southern Pacific's key activities in the oilsands, the property provides cash flow and its value has been enhanced with recent strengthening of natural gas prices.

The addition of Rochester's assets to Southern Pacific adds 50 sections of oilsands leases to its inventory, solidifies another significant project area at Long Lake to complement the project area's already identified at McKay and Leismer and provides an additional exploration block at MacKenzie which will complement Southern Pacific's exploration upside that still remains on all of its existing 5 blocks.

Southern Pacific has engaged Canaccord Capital Corporation as its financial advisor in respect of the Transaction.

Safe Harbour

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Rochester or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of Southern, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

This news release contains certain "forward-looking information" within the meaning of such statements under applicable securities law including: anticipated discovery of commercial volumes of bitumen, the timeline for the achievement of anticipated exploration, anticipated results from the current drilling program and, subject to regulatory approval and commercial factors, the commencement or approval of any SAGD project. Forward-looking information is frequently characterized by words such as "plan", expect", "project", "intend", "believe", "anticipate", estimate", "may", "will", "potential", "proposed' and other similar words, or statements that certain events or conditions" may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of oil sands properties, difficulties or delays in start-up operations, the uncertainties involved in interpreting drilling results and other geological data, fluctuating oil prices, the possibility of unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors including unforeseen delays. As an oil sands enterprise in the development stage, the Corporation faces risks including those associated with exploration, development, start-up, approvals and the continuing ability to access sufficient capital from external sources if required. Actual timelines associated may vary from those anticipated in this news release and such variations may be material. For a description of the risks and uncertainties facing the Corporation and its business and affairs, readers should refer to the Corporation's most recent Annual Information Form. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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