To: Goose94 who wrote (14795 ) 11/27/2015 9:21:18 AM From: Goose94 Read Replies (1) | Respond to of 202925 Pine Cliff Energy (PNE-V) Nov 27, '15 is pleased to announce that it has closed its previously announced short form prospectus offering. The Company issued 63.9 million subscription receipts, including 8.3 million Subscription Receipts pursuant to the exercise of the over-allotment option granted to the Underwriters, at a price of $1.08 per Subscription Receipt for gross proceeds of $69 million. The Offering was made pursuant to an underwriting agreement with a syndicate of underwriters co-led by Haywood Securities Inc. and Clarus Securities Inc. and included Canaccord Genuity Corp., National Bank Financial Inc., Paradigm Capital Inc., TD Securities Inc., Desjardins Capital Markets, FirstEnergy Capital Corp., GMP Securities L.P., AltaCorp Capital Inc., Dundee Capital Markets, Scotia Capital Inc. (collectively, the "Underwriters "). Each Subscription Receipt entitles the holder thereof to receive, without payment of additional consideration or further action on the part of such holder, one common share ("Common Share ") of Pine Cliff upon closing of the previously announced acquisition of certain natural gas assets located in the Viking area of Central Alberta and Ghost Pine area of Central Alberta (collectively, the "Acquisition "). The Acquisition is expected to be completed on or about December 11, 2015 and is subject to customary industry closing conditions. The gross proceeds from the sale of the Subscription Receipts (the "Escrowed Funds ") have been deposited with Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent "), pending delivery by the Company to the Underwriters of a certificate to the effect that all of the material conditions (other than payment of the purchase price) (the "Escrow Conditions ") necessary to complete the Acquisition have been satisfied. Upon satisfaction of the Escrow Conditions on or before 5:00 p.m. (Toronto time) on January 31, 2016 (the "Deadline "), the Escrowed Funds will be released to the Company to enable it to complete the Acquisition. Pine Cliff will utilize the Escrowed Funds to pay a portion of the purchase price of the Acquisition, with the balance of the purchase price to be funded through a draw on the Company's revolving credit facility, which is expected to increase to reflect the Acquisition, and with working capital. If the Acquisition is not completed on or before the Deadline, or the Acquisition is terminated at an earlier time, as set out in the purchase and sale agreement governing the Acquisition, holders of the Subscription Receipts will each receive a cash payment equal to the Offering Price and any interest that was earned thereon. Pine Cliff also plans to close the previously announced $3.0 million non-brokered private placement of Common Shares at a price of $1.08 to Company directors, officers, employees and consultants prior to the closing of the Acquisition. This press release does not constitute an offer to sell or a solicitation of any offer to buy the Subscription Receipts in the United States. The Subscription Receipts have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act ") and may not be offered or sold in the United States absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act.About Pine Cliff Pine Cliff is a natural gas company with a long-term view of creating shareholder value. Pine Cliff's current focus is on acquiring long life assets that are cash flow positive in a low commodity price environment. Further information relating to Pine Cliff may be found on www.sedar.com as well as on Pine Cliff's website at www.pinecliffenergy.com . Pine Cliff Energy Ltd. Philip B. Hodge President and CEO (403) 269-2289 Pine Cliff Energy Ltd. George F. Fink Executive Chairman (403) 269-2289 Pine Cliff Energy Ltd. (403) 269-2289 (403) 265-7488 info@pinecliffenergy.com www.pinecliffenergy.com