Sterling Resources Ltd.

Sterling Resources Ltd.

July 14, 2008 16:03 ET

Sterling Announces $25 Million Financing

CALGARY, ALBERTA--(Marketwire - July 14, 2008) -


Sterling Resources Ltd. ("Sterling") (TSX VENTURE:SLG) is pleased to announce that it has entered into a bought deal financing agreement with a syndicate of underwriters led by Wellington West Capital Markets Inc. (the "Underwriters") to issue 9,804,000 units (the "Units") at a price of $2.55 per Unit (the "Offering Price") for gross proceeds of $25,000,200 (the "Offering"). Each Unit will consist of one common share (a "Share") of Sterling and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable by the holder for one additional Share (a "Warrant Share") for a period of twelve months from the closing of the Offering at a price of $3.25 per Warrant Share. In the event that Sterling's common shares trade at a closing price on the TSX Venture Exchange of greater than $4.00 for a period of 15 consecutive trading days at any time after four months and one day after the closing date, Sterling may accelerate the expiry date of the Warrants by giving notice to the holders and the Warrants will then expire on the 30th day after the date on which notice is given by Sterling.

The Underwriters will be entitled to an over-allotment option (the "Over-allotment Option") to purchase up to a further 1,470,600 Units at the Offering Price. The Over-allotment Option will be exercisable in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing of the Offering. If the Over-allotment Option is exercised in full, the gross proceeds raised pursuant to the offering will be $28,750,230.

The Offering is subject to certain conditions including normal regulatory approvals, including approval of the TSX Venture Exchange. The Units will be offered by way of short form prospectus in each of the provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia and on a private placement basis elsewhere including the United Kingdom and Europe. Closing is anticipated to occur on or about August 6th, 2008.

Sterling will apply the net proceeds of this issue towards exploration and appraisal drilling programs in the North Sea and Romania in order to complete pre-development work, in anticipation of filing development plans early in 2009. The procurement of these funds will ensure Sterling has sufficient funds to complete the planned 2008 offshore drilling program in Romania.

Sterling Resources Ltd. is an international oil and gas company headquartered in Calgary, Alberta. The Common Shares are listed and posted for trading on the TSX Venture Exchange under the symbol "SLG".

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The Common Shares will not and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Forward-Looking Statements

This disclosure contains certain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations, therefore Sterling's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements. All statements included in this press release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include future production rates, completion and production timetables and costs to complete wells, and production facilities. These statements are based on assumptions made by Sterling based on its experience perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.

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

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