Sundance Energy Corporation
TSX VENTURE : SNT

April 20, 2011 17:19 ET

Sundance Energy Corporation (Formerly Sentinel Rock Oil Inc.) Completes Business Combination and Initiates Trading

CALGARY, ALBERTA--(Marketwire - April 20, 2011) -

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

Sundance Energy Corporation (formerly Sentinel Rock Oil Inc.) (the "Corporation") (TSX VENTURE:SNT) (to be trading as (TSX VENTURE:SNY) on or about April 25, 2011) is pleased to announce that it has completed and received final approval from the TSX Venture Exchange (the "Exchange") for the previously announced acquisition of all of the issued and outstanding securities of Sundance Energy Corporation ("SEC"), a private Alberta oil and gas exploration and production company. The acquisition of SEC (the "Transaction") constitutes the "Reverse Take Over" of the Corporation, pursuant to the policies of the Exchange.

The Corporation's common shares (the "Common Shares") are expected to commence trading on the Exchange under the symbol "SNY" at market open on or about Monday, April 25, 2011.

Pursuant to the Transaction, a wholly-owned subsidiary ("Newco") of the Corporation incorporated and established solely for the purposes of participating in the Transaction, amalgamated with SEC pursuant to an amalgamation agreement (the "Amalgamation Agreement") among the Corporation, SEC and Newco. Pursuant to the Amalgamation Agreement, all of the outstanding common shares of SEC (the "SEC Shares") were exchanged for Common Shares on a one for one basis at the deemed price of $0.20 per Common Share. Subsequent to the amalgamation, the Corporation's name was changed to "Sundance Energy Corporation".

Concurrent with the closing of the Transaction, SEC completed a private placement of 6,604,891 SEC Shares issued on a "flow-through" basis under the Income Tax Act (the "Flow-ThroughFinancing") at a price of $0.55 per for gross proceeds of $3,632,690.05 and a private placement of 13,424,000 units (the "UnitFinancing") at a price of $0.50 per for gross proceeds of $6,712,000.00. Each unit consisted of one SEC Share and one-half of one SEC Share purchase warrant, with each full warrant entitling the holder to purchase one SEC Share during the year following the initial closing of the private placement at the price of $0.75 per share. The aggregate gross proceeds of the Flow-Through Financing and the Unit Financing was $10,344,690.05. The proceeds of the Flow-Through Financing and the net proceeds of the Unit Financing will be used by the Corporation to fund exploration and development activities on its oil and gas properties in Saskatchewan and Alberta, to acquire interests in First Nations lands located in Saskatchewan, to fund administration costs and for general working capital, as described in the Corporation's Filing Statement dated April 1, 2011. Macquarie Private Wealth Inc. acted as SEC's agent for the Flow-Through Financing and the Unit Financing and received a cash commission equal to 7% of the gross proceeds received from subscribers introduced by Macquarie, warrants to acquire that number of Common Shares equal to 7% of the collective number of SEC Shares issued to subscribers that were introduced by Macquarie, exercisable at a price of $0.50 per Common Share until April 8, 2013, as well as related fees and expenses.

A total of 70,403,892 SEC Shares were issued and outstanding immediately prior to the completion of the Transaction, including 20,028,891 SEC Shares issued under the Flow-Through Financing and the Unit Financing which were exchanged for 70,403,892 Common Shares pursuant to the Transaction, resulting in SEC becoming a wholly-owned subsidiary of the Corporation. Following the completion of the Flow-Through Financing, the Unit Financing and the Transaction, a total of 77,788,279 Common Shares are issued and outstanding.

Pursuant to the Transaction, Encanto Resources Ltd. ("Encanto") acquired beneficial ownership and control over 10,600,000 Common Shares representing 13.6% of the issued and outstanding shares of the Corporation. Prior to the Transaction, Encanto did not beneficially own or have control over any Common Shares of the Corporation. Encanto is not acting jointly or in concert with any person in connection with the ownership or control of Common Shares of the Corporation. Presently, Encanto does not have any intention of acquiring any further securities of the Corporation, other than pursuant to existing agreements, but may acquire ownership of, or control over, further securities of the Corporation in the future depending upon market circumstances. Such increase in ownership will depend on numerous conditions, including the price of the Common Shares and general market conditions.

Board of Directors and Management

Concurrent with the completion of the Transaction, the Board of Directors of the Corporation and its executive team were re-constituted. The Board of Directors of the Corporation is now comprised of Jeff Standen, Rodney Hope, Douglas Brett and Michael Koenig. The executive officers of the Corporation are now Jeff Standen as the President, Chief Executive Officer and Corporate Secretary, Robert Gillies as the Chief Financial Officer and Ross Moulton as Vice President Exploration.

The Corporation granted a total of 2,850,000 incentive stock options ("Stock Options") concurrent with the closing of the Transaction to the directors, officers and consultants of the Corporation. These Stock Options have an exercise price of $0.50 and expire on April 8, 2016.

After giving effect to the Transaction, the directors and officers of the Corporation, as a group, beneficially own and have control over 10,958,552 Common Shares, representing 14.1% of the issued and outstanding shares of the Corporation.

Refer to the Corporation's Filing Statement dated April 1, 2011 filed under the Corporation's SEDAR profile at www.sedar.com for details regarding the business combination, SEC and the private placement financings referred to below. A copy of the Amalgamation Agreement is also filed on this site.

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.

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