Pine Cliff Energy Ltd. Announces Term of Rights Offering


    CALGARY, Sept. 24 /CNW/ - Pine Cliff Energy Ltd. ("Pine Cliff" or "the
Company") ( (TSX Venture: PNE) is pleased to announce
that further to its press release dated August 17, 2007 regarding a proposed
rights offering, it has filed a rights offering circular dated September 13,
2007 (the "Rights Offering Circular") with the applicable securities
regulators in Canada. The Rights Offering is being made to shareholders
resident in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
(the "Eligible Shareholders").
    Under the Rights Offering, each Eligible Shareholder of record on
October 3, 2007 (the "Record Date") will receive one transferable right
("Right") for every common share of the Company held. Four (4) Rights will
entitle the holder to purchase one common share of the Company at the
subscription price of $1.10, until the expiration of the Rights Offering which
is 4:00 p.m. Calgary time on October 25, 2007 (the "Expiry Date"). In
addition, shareholders will be able to subscribe for additional common shares,
not taken up under the initial subscription, on the Expiry Date (the
"Additional Subscription Privilege").
    The rights offering allows Pine Cliff to raise additional capital without
diluting the ownership interest of current shareholders. There are currently
36,913,041 common shares of Pine Cliff outstanding.
    It is anticipated that the Rights will be posted for trading, and the
Company's common shares will commence trading on the TSX Venture Exchange
("TSXV") on an ex-rights basis, at market open on October 1, 2007. The Rights
will trade under the symbol "PNE.RT". Once all of the Rights are exercised,
the Company will receive maximum gross proceeds of approximately $10,151,087
which will be used to fund Pine Cliff's exploration, development, acquisitions
and farm-in commitments in South America and Canada and for general corporate
    A Rights Offering Circular and Rights Certificate will be mailed to all
Eligible Shareholders on or about October 4, 2007. Olympia Trust Company, as
subscription agent under the Rights Offering, has agreed to sell the Rights of
all ineligible shareholders on a best-efforts basis on their behalf and to
remit the pro rata net proceeds (if any) from such sale to the ineligible
shareholders following completion of the Rights Offering. Shareholders should
refer to the detailed Rights Offering Circular for the terms and conditions of
the Rights Offering. A copy of the Rights Offering Circular is available on
the SEDAR website at
    The Company has been advised that certain of the directors and officers
of the Company intend to exercise the Rights they will receive under the
Rights Offering (subject to compliance with the laws of the jurisdiction in
which they are resident).
    The securities of the Corporation described herein, have not and will not
be registered under the Securities Act of 1933 of the United States of
America, as amended, or the securities laws of any other jurisdictions outside
of Canada. This offering is not being made in any jurisdiction other than the
applicable jurisdictions in Canada (the "Qualified Jurisdictions") and is not,
and under no circumstances is to be construed as, an offering of any
securities for sale in or to a resident of any of the jurisdictions other than
the Qualified Jurisdictions or a solicitation therein of an offer to buy any

    Forward Looking Statements

    Certain statements contained in this press release and in certain
documents incorporated by reference into this press release constitute
forward-looking statements. The use of any of the words "anticipate",
"continue", "estimate", "expect", "may", "will", "project", "should",
"believe" and "confident" and similar expressions are intended to identify
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events to
differ materially from those anticipated in such forward-looking statements.
Pine Cliff believes that the expectations reflected in those forward-looking
statements are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking statements
included in, or incorporated by reference into, this press release should not
be unduly relied upon. These statements speak only as of the date of this
press release. Pine Cliff undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

    Further information relating to Pine Cliff may be found on
as well as on Pine Cliff's website at or by contacting
George F. Fink, President and CEO, Randy M. Jarock, COO, or Garth E. Schultz,
Vice President - Finance and CFO at (403) 269-2289 or by fax at (403)

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

    %SEDAR: 00021536E

For further information:

For further information: George F. Fink, President and CEO, Randy M.
Jarock, COO, or Garth E. Schultz, Vice President - Finance and CFO at (403)
269-2289 or by fax at (403) 265-7488

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