Southern Pacific Resource Corp.
TSX : STP

Southern Pacific Resource Corp.

February 20, 2015 09:00 ET

Southern Pacific Solicits Proposals to Sell or Restructure Company

CALGARY, ALBERTA--(Marketwired - Feb. 20, 2015) - Southern Pacific Resource Corp. (TSX:STP) (the "Company" or "Southern Pacific") is a thermal heavy oil and bitumen producer based in Calgary, Alberta. Southern Pacific has initiated a process to solicit proposals to: 1) acquire the Company and its assets; or 2) acquire some or all of the assets of the Company; or 3) make an investment to recapitalize and restructure the debt of the Company (collectively a "Bid").

Strategic and financial alternatives to be considered may include, but are not limited to, the sale of the Company, merger or other business combination, new investment or other financing alternative as a part of a recapitalization, sale of all or a portion of the Company's assets, or any combination thereof.

On January 21, 2015 the Company and its subsidiaries and partnerships obtained an initial order (the "Initial Order") under the Companies' Creditors Arrangement Act ("CCAA") from the Alberta Court of Queen's Bench (the "Court"). As part of the Initial Order, RBC Capital Markets' ("RBC") engagement as financial advisor to the Company was affirmed.

PwC Canada has been appointed by the Court as monitor under the CCAA proceedings (the "Monitor"). All of the materials filed with the Court, including the Initial Order are available on the Monitor's website (www.pwc.com/car-stp). The Company's operations are continuing uninterrupted during the Court-supervised restructuring process.

A further order of the Court was obtained by Southern Pacific on February 17, 2015 whereby the Court approved a Sale and Investor Solicitation Process (the "SISP") led by RBC to seek a successful Bid. In order to participate in the SISP, an interested party must deliver to RBC an executed non-disclosure agreement, in form and substance satisfactory to the Monitor, RBC and the Company.

Upon execution of the non-disclosure agreement, RBC shall provide such party with access to the electronic data room containing confidential information concerning Southern Pacific, its business and property, along with a management presentation, together with such further information as the Monitor or RBC deem appropriate.

A bidder, if it wishes to submit a bid, will deliver written copies of a final, binding proposal to RBC at the address specified in the SISP so as to be received not later than 12:00 p.m. (Mountain Standard Time) on April 2, 2015, or such other date or time as may be agreed by RBC, in consultation with the Monitor and the Company.

Further details with regard to the SISP are available on each of RBC's website (www.rbcrundle.com) or on the above referenced Monitor's website.

Advisory

This news release contains certain statements that constitute forward-looking statements under applicable securities legislation including estimates as to: the potential results of the strategic alternative review process and enhancement of shareholder value, disclosure intentions with respect to the strategic alternative review process, the SISP and general economic outlook. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and the Company does not undertake to publicly update these forward-looking statements except in accordance with applicable securities laws. Forward-looking statement are based on current expectations, estimates, projections and assumptions, which the Company believes are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. These forward-looking statements involve known and unknown risks and uncertainties which may cause actual results or performance to be materially different from any future results or performance expressed or implied herein.

Actual timelines may vary from those anticipated in this news release and such variations may be material. For a description of the risks and uncertainties facing Southern Pacific and its business and affairs, readers should refer to Southern Pacific's most recent Annual Information Form. Southern Pacific undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law.

The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as the factors are interdependent, and the Board's and management's future course of action would depend on its assessment of all information at the time.

The reader is cautioned not to place undue reliance on this forward-looking information.

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