Sterling Resources responds to unsolicited takeover bid

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ 

CALGARY, Feb. 13, 2013 /CNW/ - Sterling Resources Ltd. (TSX-V: SLG) ("Sterling" or the "Company") confirms that it is aware of the announcement by Vitol Anker International B.V. ("Vitol") that Vitol intends to make an unsolicited offer for all of the outstanding common shares (the "Shares") of Sterling at a price of $0.85 per Share.

Sterling has been in ongoing discussions with Vitol regarding a potential transaction that the Board of Directors of Sterling (the "Board") believes could be in the best interests of Sterling shareholders and that would also provide Sterling with additional interim funding. Sterling has also had discussions with third parties on other potential transactions including business combinations, sales of subsidiaries and assets and additional financing opportunities.

The Board, consistent with its fiduciary duties and acting upon consultation with its advisors, will consider and evaluate the Vitol offer and pursue a course of action which the Board believes is in the best interests of the Company and its stakeholders. The Board will continue to review available alternatives, including negotiating a mutually acceptable arrangement with Vitol, and has retained RBC Capital Markets to assist with this review.

Sterling advises shareholders to take no further action concerning the Vitol offer until they have received further advice from the Board.

Advisories

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale may be unlawful. The Shares have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.

Sterling is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom, Romania, France and the Netherlands. The Shares are listed and posted for trading on the TSX Venture Exchange ("TSX-V") under the symbol "SLG".

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

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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. In particular, this document contains forward-looking information and statements regarding the Vitol offer, the Board's review of available alternatives, the delivery of a Directors' Circular and its contents and the potential entry into a transaction.

These forward-looking statements involve numerous 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.  In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward looking statements will prove inaccurate, certain of which are beyond Sterling's control, including further actions or announcements by Vitol or other third parties, changes in laws and regulations, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. Readers should also carefully consider the matters discussed under the heading "Risk Factors" in the Company's Annual Information Form.

Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.  Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements.  These statements speak only as of the date of the press release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.


SOURCE: Sterling Resources Ltd.

For further information:

visit www.sterling-resources.com or contact:

Mike Azancot, President and Chief Executive Officer, Phone: 44-20-3008-8488, Mobile: 44-7740-432883, mike.azancot@sterling-resources.com

David Blewden, Chief Financial Officer, Phone: 44-20-3008-8488, Mobile: 44-7771-740804, david.blewden@sterling-resources.com

George Kesteven, Manager, Corporate and Investor Relations, Phone: (403) 215-9265, Mobile: (403) 519-3912, george.kesteven@sterling-resources.com