Pine Cliff Energy Ltd. Announces Third Quarter Results

CALGARY, Nov. 19 /CNW/ - Pine Cliff Energy Ltd. (www.pinecliffenergy.com) (TSX-V:PNE) is pleased to announce its financial and operational results for the three months and nine months ended September 30, 2009.

Highlights

    
                           Three Months Ended           Nine Months Ended
    For the           September 30  September 30  September 30  September 30
     periods ended            2009          2008          2009          2008
    -------------------------------------------------------------------------
    FINANCIAL ($)
    Revenue - Oil and Gas   93,177       129,537       398,675       411,068
    Cash Flow from
     Operations            (74,702)     (305,368)     (598,464)     (734,432)
      Per Share Basic
       and Diluted           (0.00)        (0.01)        (0.01)        (0.02)
    Net Loss              (263,808)     (505,953)   (1,087,350)   (1,118,177)
      Per Share Basic
       and Diluted           (0.01)        (0.01)        (0.02)        (0.02)
    Capital Expenditures
     and Acquisitions      600,732     1,511,745       730,099     4,309,347
    Total Assets                                     4,900,934    11,621,915
    Working Capital                                    991,619     3,440,165
    Shareholders' Equity                             4,089,767    11,400,311
    -------------------------------------------------------------------------
    OPERATIONS
    Oil and NGLs
      - Barrels Per Day          1             1             1             1
      - Average Price
         ($ per barrel)      62.98        119.90         58.10        110.45
    Natural Gas
      - MCF Per Day            295           146           332           152
      - Average Price
         ($ per MCF)          3.13          8.74          4.13          9.18
    Total Barrels of Oil
     Equivalent (BOE)
     Per Day(1)                 51            24            57            25
    -------------------------------------------------------------------------
    (1) Barrels of oil equivalent (BOE) are calculated using a conversion
        ratio of 6 MCF to 1 barrel of oil. The conversion is based on an
        energy equivalency conversion method primarily applicable at the
        burner tip and does not represent a value equivalency at the wellhead
        and as such may be misleading if used in isolation.
    

Report to Shareholders

Pine Cliff Energy Ltd. ("Pine Cliff" or "the Company") is pleased to report its operating and financial results for the three months and nine months ended September 30, 2009.

The Board of Directors and management continue to recognize that there is a need to evaluate the overall direction for the Company and continue to seek opportunities to add value.

Operations

Production during the third quarter of 2009 remained relatively stable quarter over quarter and averaged approximately 51 barrels of oil equivalent (BOE) per day as compared to 53 BOE per day in the second quarter of 2009.

During the third quarter of 2009, Pine Cliff participated in drilling two natural gas wells (0.3 net) on its Sundance property in Alberta. The wells are expected to be completed and tied-in for production prior to the end of November 2009. This additional production will assist the Company in advancing its operations to a position where it will generate positive cash flow. The Company will continue to evaluate drilling opportunities in this area.

Pine Cliff is reviewing its involvement in South America, is presently evaluating the political and business environment and has actively reduced its consulting services and other expenses in this area since the second quarter of 2009.

Positive changes in the Canadian energy sector and increased opportunities have focused Pine Cliff's efforts domestically rather than internationally. The Company intends to increase its activities in Canada by aggressively pursuing acquisitions and participating in a more active drill program.

Financial:

The Company continues to focus on decreasing general and administrative (G&A) expenses. G&A expenditures decreased by approximately 25 percent in the first nine months of 2009 compared to the first nine months of 2008 and by approximately 30 percent quarter over quarter. The decrease is due mainly to reduced contractor fees for services provided to the Company's South American activities and reduced management fees.

As of September 30, 2009, Pine Cliff had positive working capital of $991,619. These funds will be used to carry out the Company's remaining 2009 capital expenditures of approximately $400,000 relating to the completion and tie-in of the above-mentioned Sundance natural gas wells.

Outlook

The Board of Directors and management remain confident that Pine Cliff will be able to take advantage of the many opportunities that are available, redirect more of its activities towards a domestic perspective and reduce its activities in foreign jurisdictions.

FORWARD-LOOKING INFORMATION

Certain statements contained in this press release include statements which contain words such as "anticipate", "could", "should", "expect", "seek", "may", "intend", "likely", "will", "believe" and similar expressions, statements relating to matters that are not historical facts, and such statements of our beliefs, intentions and expectations about development, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and are based on certain assumptions and analysis made by us derived from our experience and perceptions. Forward-looking information in this press release includes, but is not limited to: expected cash provided by continuing operations; future capital expenditures, including the amount and nature thereof; oil and natural gas prices and demand; expansion and other development trends of the oil and natural gas industry; business strategy and outlook; expansion and growth of our business and operations; and maintenance of existing customer, supplier and partner relationships; supply channels; accounting policies; credit risks; and other such matters.

All such forward-looking information is based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. The risks, uncertainties, and assumptions are difficult to predict and may affect operations, and may include, without limitation: the risks of foreign operations; foreign exchange fluctuations; equipment and labour shortages and inflationary costs; general economic conditions; industry conditions; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; the ability of oil and natural gas companies to raise capital; the effect of weather conditions on operations and facilities; the existence of operating risks; volatility of oil and natural gas prices; oil and gas product supply and demand; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; increased competition; stock market volatility; opportunities available to or pursued by us; and other factors, many of which are beyond our control. The foregoing factors are not exhaustive.

Actual results, performance or achievements could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do, what benefits will be derived therefrom. Except as required by law, Pine Cliff disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

The forward-looking information contained herein is expressly qualified by this cautionary statement.

Quarterly Financial and Operational Highlights

    
                                                          2009
    -------------------------------------------------------------------------
                                             3rd           2nd           1st
    Financial ($)
    Revenue - Oil and Gas                 93,177       111,773       193,725
    Cash Flow from
     Operations                          (74,702)     (294,455)     (229,307)
      Per Share Basic
       and Diluted                         (0.00)        (0.01)        (0.01)
    Net Loss                            (263,808)     (325,010)     (498,532)
      Per Share Basic
       and Diluted                         (0.01)        (0.01)        (0.01)
    Capital Expenditures
     and Acquisitions                    600,732         9,581       119,786
    Total Assets                       4,900,934     4,558,217     4,966,907
    Working Capital                      991,619     1,738,974     1,903,038
    Shareholders'
     Equity                            4,089,767     4,341,385     4,644,004
    -------------------------------------------------------------------------
    Operations
    Oil and NGLs
     (barrels per day)                         1             2             1
    Natural Gas
     (MCF per day)                           295           312           392
    -------------------------------------------------------------------------


                                                   2008
    -------------------------------------------------------------------------
                               4th           3rd           2nd           1st
    Financial ($)
    Revenue - Oil and Gas  295,944       129,537       138,415       143,116
    Cash Flow from
     Operations            (68,211)     (305,368)     (224,141)     (204,923)
      Per Share Basic
       and Diluted            0.00         (0.01)         0.00          0.00
    Net Loss            (6,423,691)     (505,953)     (295,111)     (317,113)
      Per Share Basic
       and Diluted           (0.14)        (0.01)        (0.01)        (0.01)
    Capital Expenditures
     and Acquisitions    1,067,843     1,511,745     2,516,214       281,388
    Total Assets         5,570,015    11,621,915    12,043,617    12,221,650
    Working Capital      2,316,982     3,440,165     5,278,074     7,937,179
    Shareholders'
     Equity              5,044,701    11,400,311    12,043,617    12,003,398
    -------------------------------------------------------------------------
    Operations
    Oil and NGLs
     (barrels per day)           2             1             -             4
    Natural Gas
     (MCF per day)             453           146           142           168
    -------------------------------------------------------------------------


                                                   2007
    -------------------------------------------------------------------------
                               4th           3rd           2nd           1st
    Financial ($)
    Revenue - Oil and
     Gas                   112,685        95,160       176,590       198,515
    Cash Flow from
     Operations           (234,653)     (172,281)     (262,144)     (115,860)
      Per Share Basic
       and Diluted           (0.01)        (0.01)        (0.01)         0.00
    Net Loss              (381,561)     (383,540)     (346,274)     (270,109)
      Per Share Basic
       and Diluted           (0.01)        (0.01)        (0.01)        (0.01)
    Capital Expenditures
     and Acquisitions      193,350       174,289       233,648     2,196,476
    Total Assets        12,445,994     4,173,333     3,946,888     4,211,984
    Working Capital      8,378,110      (314,684)      182,319       602,650
    Shareholders'
     Equity             12,205,066     3,371,089     3,749,025     4,008,304
    -------------------------------------------------------------------------
    Operations
    Oil and NGLs
     (barrels per day)           2             1             5             7
    Natural Gas
     (MCF per day)             182           163           226           226
    -------------------------------------------------------------------------
    

Production

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
                        2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Crude oil and
     NGLs (barrels
     per day)              1           2           1           1           1
    Natural gas
     (MCF per day)       295         312         146         332         152
    Total BOE per
     day(1)               51          53          24          57          25
    -------------------------------------------------------------------------
    (1) Barrels of oil equivalent (BOE) are calculated using a conversion
        ratio of 6 MCF to 1 barrel of oil. The conversion is based on an
        energy equivalency conversion method primarily applicable at the
        burner tip and does not represent a value equivalency at the wellhead
        and as such may be misleading if used in isolation.
    

During Q3 2009, the Company participated in drilling two (0.3 net, 15 percent working interest in each well) natural gas wells on its Sundance property in Canada. The operator of the property has indicated that the wells will be completed and tied-in for production prior to the end of November 2009.

During the fourth quarter of 2008, a natural gas well that is not operated by Pine Cliff was completed and placed on production (0.15 net) by the operator. Production for the first nine months of 2009 from this well is 208 MCF per day net to the Company.

Revenue

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Revenue:
    Oil and gas sales 93,177     111,773     129,537     398,675     411,068
    Average Realized
     Prices
    Crude oil and
     NGLs (per barrel) 62.98       62.14      119.90       58.10      110.45
    Natural gas
     (per MCF)          3.13        3.62        8.74        4.13        9.18
    -------------------------------------------------------------------------
    

Revenue from petroleum and natural gas sales for the first nine months of 2009 decreased by $12,393 from the first nine months of 2008 due to a 55 percent decrease in commodity prices for natural gas. This was mostly offset by the increased production from the gas well discussed above. A decrease in revenue from Q3 2009 to Q2 2009 was due to lower production volumes and reduced commodity prices for natural gas. Natural gas prices remain volatile due to numerous factors including drilling activity, supply shut-ins and industrial and weather related demand. The Company did not have hedging agreements in either 2009 or 2008 and presently does not have any future hedging agreements.

Royalties

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Crown royalties   (4,421)    (49,052)     31,888      (8,917)     87,882
    Gross overriding
     royalties         2,120       2,533       5,568       9,449      18,355
    -------------------------------------------------------------------------
    Total royalty
     expense          (2,301)    (46,519)     37,456         532     106,237
    -------------------------------------------------------------------------
    

Crown royalties are lower in the first nine months of 2009 compared to the first nine months of 2008 due to a $58,000 crown royalty holiday adjustment received in the second quarter of 2009 related to 2008 crown royalty payments made on the new natural gas well. A further crown royalty adjustment of $5,800 was made in Q3 2009 related to reworks done of prior periods by the operator of Pine Cliff's other natural gas wells. Gross overriding royalties were also lower due to the significant decrease in natural gas prices. Gross overriding royalties were lower for Q3 2009 compared to Q2 2009 for the same reason.

Interest Income

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Interest income       16         284      21,025       6,081     115,355
    -------------------------------------------------------------------------
    

The Company maintains both Canadian and U.S. investment accounts that pay interest at prime less various percentages as long as the Company maintains certain minimum account balances. The Company was earning interest at higher rates and on an increased cash balance throughout the first three quarters of 2008.

Production Costs

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Production costs  36,848      24,680      27,187     119,337      66,709
    $ per BOE           7.92        5.30       12.17        7.68        9.70
    -------------------------------------------------------------------------
    

Production costs were higher in the first nine months of 2009 versus the first nine months of 2008 due to higher production volumes. The increase in production costs in the third quarter of 2009 compared to the second quarter of 2009 was due to adjustments to prior period charges in the second quarter.

General and Administrative

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    G&A expense      174,363     249,238     358,105     748,598     999,277
    -------------------------------------------------------------------------
    

General and administrative (G&A) expenditures decreased by $250,679 from the first nine months of 2009 compared to the first nine months of 2008. The decrease in G&A expenses is due to reduced contractor fees for services provided to the Company's South American activities and reduced management fees. The decrease in G&A expenditures in Q3 2009 compared to Q2 2009 is for the same reasons. The majority of the G&A expenses pertain to the Company's operations in Argentina. With the unsuccessful completion of the three-well drill program on the Canadon Ramirez Concession, the Company's Board of Directors and management are reviewing the Company's involvement in Argentina and have reduced its consulting services and other international expenses since Q2 2009.

Pine Cliff does not have any employees at the present time but has engaged Bonterra Energy Corp. (Bonterra Corp) a related party (see Related Party section), to provide management services and engage the services of consultants on a contract or temporary basis. Pine Cliff's subsidiary CanAmericas Energy Ltd. (CanAmericas) has also engaged the consulting services of an individual professional as senior management and officer of CanAmericas.

Foreign Exchange Loss (Gain)

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Foreign exchange
     loss (gain)       4,771      16,432      26,816      28,246     (77,118)
    -------------------------------------------------------------------------
    

The Company maintains foreign denominated bank accounts to facilitate its foreign operations. The loss on foreign exchange in the first nine months of 2009 relates to the appreciation of the Canadian dollar with the Argentine peso and U.S. dollar versus depreciation in 2008.

Stock-Based Compensation

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Stock-based
     compensation     12,190      22,392     106,998     132,416     313,422
    -------------------------------------------------------------------------
    

The Company has a stock-based compensation plan. The Company records a compensation expense over the vesting period based on the fair value of options granted to employees of the management company (see section "Related Party Transactions"), directors and service providers in respect of the Company. The decrease in stock-based compensation in 2009 is due to the amortization in 2008 of most of the stock-based compensation, on the 1,108,000 options issued in the fourth quarter of 2007. The Company issued 40,000 stock options in Pine Cliff during the first nine months of 2009. The Company estimated the 2009 stock options fair value at $3,350 ($0.08 per option) using the Black-Scholes option pricing model, assuming a weighted average risk free interest rate of 1.24 percent, weighted average expected volatility of 96.0 percent, weighted average expected life of 2.5 years and no annual dividend rate. Of the options outstanding as of September 30, 2009, $11,180 of stock-based compensation is remaining to be expensed in 2009, 2010 and 2011.

Depletion, Depreciation, and Accretion and Dry Hole Exploration Costs

During the first nine months of 2009, the Company expensed $277,468 (2008 - $201,336) for depletion, depreciation and accretion of its property and equipment. The increase is related to increased production volumes in the first three quarters of 2009. The Company incurred $82,203 of capital costs in the first three quarters of 2009 related to the three wells drilled in the Canadon Ramirez Concession in Argentina. These costs were written off as dry hole costs as the 2008 three-well exploration program was unsuccessful. No amounts were expensed to dry hole costs in the first three quarters of 2008.

Income Taxes

The Company follows the liability method of accounting for income taxes under which the income tax provision is based on the temporary differences in the accounts calculated using income tax rates expected to apply in the year in which the temporary differences will reverse. The Company has sufficient tax pools so that it is not liable for current income tax. However the Company is subject to a one percent Argentina capital tax on assets in Argentina. These amounts are deductible from future income earned in Argentina.

The Company has the following tax pools which can be used to reduce future taxable income:

    
                                         Rate of Utilization %        Amount
    -------------------------------------------------------------------------
    Undepreciated capital costs                             25   $   343,117
    Foreign exploration expenditures                        10     5,373,217
    Share issue costs                                       20        45,622
    Canadian exploration expenditures                      100       392,110
    Canadian development expenditures                       30       949,190
    Canadian oil and gas expenditures                       10       545,733
    Non-capital loss carry forward*                      100     4,839,645
    -------------------------------------------------------------------------
                                                                 $12,488,634
    -------------------------------------------------------------------------
    * $700,214 expires 2026, $1,523,672 expires 2027, $1,684,143 expires in
        2028 and $931,616 expires in 2029
    

Non-Controlling Interest

A private foreign company (Foreign Corp.) owns seven percent of CanAmericas Energy Ltd. (CanAmericas), a 93 percent owned subsidiary of Pine Cliff. In 2008, losses in CanAmericas exceeded the non-controlling interest investment and therefore none of CanAmericas' loss in 2009 was allocated to the non-controlling interest.

Loss

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,   Sept. 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Loss            (263,808)   (325,010)   (505,953) (1,087,350) (1,118,177)
    Loss per share     (0.01)      (0.01)      (0.01)      (0.02)      (0.02)
    -------------------------------------------------------------------------
    

The decrease in loss for the first nine months of 2009 compared to the first nine months of 2008 was predominantly due to crown royalty recoveries, reduced general and administrative costs and lower stock based compensation than 2008. These cost reductions were partially offset by lower interest income and increased production costs, depletion and depreciation and accretion, taxes, dry hole costs and a foreign exchange loss instead of a foreign exchange gain in 2009. The decrease in the Q3 2009 loss compared to Q2 2009 loss was predominantly due to the reduced G&A costs.

Cash Flow (Deficiency) from Operations

    
                           Three months ended             Nine months ended
                    Sept. 30,    June 30,   Sept. 30,   Sept. 30,    Sept 30,
    ($)                 2009        2009        2008        2009        2008
    -------------------------------------------------------------------------
    Cash flow
     (deficiency)
     from operations (74,702)   (294,455)   (305,368)   (598,464)   (734,432)
    Cash flow
     (deficiency)
     from operations
     per share         (0.00)      (0.01)      (0.01)      (0.01)      (0.02)
    -------------------------------------------------------------------------
    

Cash flow deficiency decreased in the first three quarters of 2009 compared to the first three quarters of 2008 as the Company decreased its general and administrative costs. This decrease was partially offset by lower interest income and increased production costs. The reduction in cash flow deficiency from Q3 2009 compared to Q2 2009 was primarily due to an increase in non-cash working capital adjustments and reduced G&A costs.

Related Party Transactions

Pine Cliff has a management agreement with Bonterra Corp, a wholly owned subsidiary of Bonterra Oil & Gas Ltd. (a company with common directors and management with Pine Cliff), to have Bonterra Corp provide executive services (President and CEO, CFO and COO), accounting services, oil and gas administration and office administration. The management fee consists of a monthly fee of $10,000 (2008 - $19,800), three percent of net earnings before income taxes plus minor general and administrative expenses incurred by Bonterra that were specifically attributable to Pine Cliff. Total fees for 2009 were $90,000 (2008 - $178,200). As at September 30, 2009, amounts owing to Bonterra Corp were $916 (December 31, 2008 - $592). This agreement with Bonterra Corp that can be cancelled by giving 90 days notice.

Liquidity and Capital Resources

As of September 30, 2009, Pine Cliff had positive working capital of $991,619 (December 31, 2008 - $2,316,982). These funds will be used to cover the Company's remaining budgeted 2009 capital expenditures of approximately $400,000 relating to the completion and tie-in of the recently drilled two (0.3 net) Canadian gas wells.

Pine Cliff through its subsidiaries has paid 40 percent of costs totaling U.S. $1,120,000 including V.A.T. to earn a 25 percent participating interest in the Laguna de Piedra Concession. The Company is currently focusing on reducing its capital costs and general and administrative expenses related to its Argentina operations.

    
          The following consolidated financial statements and notes
         to the consolidated financial statements have been provided
                             for further details.


    Consolidated Balance Sheets

    As at September 30, 2009 and December 31, 2008
    (unaudited)
                                                       2009          2008
    -------------------------------------------------------------------------
    Assets
    Current
      Cash                                         $ 1,582,216   $ 2,624,556
      Accounts receivable                              108,561       107,200
      Prepaid expenditures                              28,036        29,602
    -------------------------------------------------------------------------
                                                     1,718,813     2,761,358
    -------------------------------------------------------------------------
    Property and Equipment (Note 6)
      Property and equipment                         4,526,446     3,878,550
      Accumulated depletion and depreciation        (1,344,325)   (1,069,893)
    -------------------------------------------------------------------------
    Net Property and Equipment                       3,182,121     2,808,657
    -------------------------------------------------------------------------
                                                   $ 4,900,934   $ 5,570,015
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities
    Current
      Accounts payable and accrued
       liabilities (Note 4)                        $   727,194   $   444,376

    Asset Retirement Obligations                        83,973        80,938
    Non-Controlling Interests (Note 5)                       -             -
    -------------------------------------------------------------------------
                                                       811,167       525,314
    -------------------------------------------------------------------------
    Commitments
    Shareholders' Equity (Note 8)
      Share capital                                 14,588,722    14,588,722
      Contributed surplus                              855,384       722,968
      Deficit                                      (11,354,339)  (10,266,989)
      Accumulated other comprehensive income                 -             -
    -------------------------------------------------------------------------
    Total Shareholders' Equity                       4,089,767     5,044,701
    -------------------------------------------------------------------------
                                                   $ 4,900,934   $ 5,570,015
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Loss, Comprehensive Loss and Deficit

    For the periods ended September 30 (unaudited)

                              Three Months                 Nine Months
                           2009          2008          2009          2008
    -------------------------------------------------------------------------
    Revenue
      Oil and gas
       sales           $    93,177   $   129,537   $   398,675   $   411,068
      Royalties              2,301       (37,456)         (532)     (106,237)
      Interest income           16        21,025         6,081       115,355
    -------------------------------------------------------------------------
                            95,494       113,106       404,224       420,186
    -------------------------------------------------------------------------
    Expenses
      Production costs      36,848        27,187       119,337        66,709
      General and
       administrative
       (Note 4)            174,363       358,105       748,598       999,277
      Foreign exchange
       loss (gain)           4,771        26,816        28,246       (77,118)
      Stock-based
       compensation
       (Note 8)             12,190       106,998       132,416       313,422
      Depletion,
       depreciation and
       accretion            82,829        77,792       277,468       201,336
      Dry hole costs
       (Note 6)             22,167             -        82,203             -
    -------------------------------------------------------------------------
                           333,168       591,898     1,388,268     1,503,626
    -------------------------------------------------------------------------
    Loss Before Taxes
     and Non-Controlling
     Interests            (237,674)     (478,792)     (984,044)   (1,083,440)
    -------------------------------------------------------------------------
    Taxes (Note 7)
      Current               26,134        27,161       103,306        59,916
      Future                     -             -             -             -
    -------------------------------------------------------------------------
                            26,134        27,161       103,306        59,916
    -------------------------------------------------------------------------
    Loss before
     Non-Controlling
     Interests            (263,808)     (505,953)   (1,087,350)   (1,143,356)
    Loss applicable to
     non-controlling
     interests (Note 5)          -             -             -        25,179
    -------------------------------------------------------------------------
    Loss and
     Comprehensive Income
     for the Period       (263,808)     (505,953)   (1,087,350)   (1,118,177)
    Deficit, Beginning
     of Period         (11,090,531)   (3,337,345)  (10,266,989)   (2,725,121)
    -------------------------------------------------------------------------
    Deficit, End of
     Period           ($11,354,339)  ($3,843,298) ($11,354,339)  ($3,843,298)
    -------------------------------------------------------------------------
    Loss Per Share -
     Basic and Diluted      ($0.01)       ($0.01)       ($0.02)       ($0.02)
    -------------------------------------------------------------------------

    Weighted Average
     Common Shares
      Basic and diluted 45,275,695    45,275,695    45,275,695    45,275,695
    -------------------------------------------------------------------------



    Consolidated Statements of Cash Flow

    For the periods ended September 30 (unaudited)

                              Three Months                 Nine Months
                           2009          2008          2009          2008
    -------------------------------------------------------------------------
    Operating Activities
      Loss for the
       period            ($263,808)    ($505,953)  ($1,087,350)  ($1,118,177)
      Items not
       affecting cash
        Stock-based
         compensation       12,190       106,998       132,416       313,422
        Depletion,
         depreciation
         and accretion      82,829        72,792       277,468       201,336
        Dry hole costs      22,167             -        82,203             -
        Unrealized
         foreign
         exchange loss
         (gain)                  -        26,816             -       (77,118)
        Loss applicable to
         non-controlling
         interests               -             -             -       (25,179)
    -------------------------------------------------------------------------
                          (146,622)     (299,347)     (595,263)     (705,716)
    -------------------------------------------------------------------------
      Change in non-cash
       working capital
        Accounts
         receivable         13,206        14,533        (1,361)      (26,351)
        Prepaid
         expenditures        4,531         2,624         1,566        (6,929)
        Accounts payable
         and accrued
         liabilities        54,183       (23,178)       (3,406)        4,564
    -------------------------------------------------------------------------
                            71,920        (6,021)       (3,201)      (28,716)
    -------------------------------------------------------------------------
    Cash Used in
     Operating Activities  (74,702)     (305,368)     (598,464)     (734,432)
    -------------------------------------------------------------------------
    Financing Activities         -             -             -             -
    -------------------------------------------------------------------------
    Cash Provided by
     Financing Activities        -             -             -             -
    -------------------------------------------------------------------------
    Investing Activities
      Property and
       equipment
       expenditures       (600,732)   (1,511,745)     (730,099)   (4,309,347)
      Proceeds on disposal
       of restricted term
       investments               -             -             -     2,689,601
      Change in non-cash
       working capital
        Accounts payable
         and accrued
         liabilities       539,139             -       286,223             -
    -------------------------------------------------------------------------
    Cash used in
     Investing
     Activities            (61,593)   (1,511,745)     (443,876)   (1,619,746)
    -------------------------------------------------------------------------
    Unrealized Foreign
     Exchange Gain
     (Loss) on Cash Held
     in Foreign Currency         -       (26,816)            -        77,118
    -------------------------------------------------------------------------
    Net Cash Outflow      (136,295)   (1,843,929)   (1,042,340)   (2,277,060)
    Cash, Beginning of
     Period              1,718,511     5,336,317     2,624,556     5,769,448
    -------------------------------------------------------------------------
    Cash, End of Period  1,582,216     3,492,388     1,582,216     3,492,388
    -------------------------------------------------------------------------

    Cash interest paid $         -   $         -   $         -   $         -
    Cash taxes paid    $     2,259   $     5,902   $    57,962   $    27,327
    -------------------------------------------------------------------------


    Notes to the Consolidated Financial Statements

    Periods ended September 30, 2009 and 2008 (unaudited)

    1.  SIGNIFICANT ACCOUNTING POLICIES

        The interim consolidated financial statements for Pine Cliff Energy
        Ltd. ("Pine Cliff" or the "Company") as at and for the three and nine
        months ended September 30, 2009 should be read in conjunction with
        the audited consolidated financial statements as at and for the year
        ended December 31, 2008. The notes to these interim consolidated
        financial statements do not conform in all respects to the note
        disclosure requirements of generally accepted accounting policies
        ("GAAP") for annual consolidated financial statements. These interim
        consolidated financial statements are prepared using the same
        accounting policies and methods of computation as disclosed in the
        annual consolidated financial statements as at and for the year ended
        December 31, 2008, except for those disclosed in Note 2 below. The
        disclosures provided within are incremental to those included with
        the annual financial statements.

    2.  CHANGE IN ACCOUNTING POLICIES

        On January 1, 2009, the Company adopted the Canadian Institute of
        Chartered Accountants ("CICA") Handbook Section 3064, "Goodwill and
        Intangible Assets". The new section replaces the previous goodwill
        and intangible asset standard and revises the requirement for
        recognition, measurement, presentation and disclosure of intangible
        assets. The adoption of this standard had no impact on the Company's
        consolidated financial statements.

        On January 1, 2009, the Company adopted the CICA's EIC-173, "Credit
        Risk and the Fair Value of Financial Assets and Financial
        Liabilities". The EIC provides guidance on how to take into account
        credit risk of an entity and counterparty when determining the fair
        value of financial assets and financial liabilities, including
        derivative instruments. The adoption of this EIC had no impact on the
        Company's consolidated financial statements.

        Effective January 1, 2009, the Company prospectively adopted the CICA
        issued Section 1582, "Business Combinations", which will replace the
        former guidance on business combinations. Under the new standard, the
        purchase price used in a business combination is based on the fair
        value of consideration exchanged at the date of exchange. Currently
        the purchase price used is based on the fair value of the
        consideration for a reasonable period before and after the date of
        acquisition is agreed upon and announced. The new standard generally
        requires all acquisition costs be expensed, which are currently
        capitalized as part of the purchase price. In addition, the new
        standard modified the accounting for contingent consideration and
        negative goodwill.

        Effective January 1, 2009, the Company prospectively adopted the CICA
        issued Sections 1601, "Consolidated Financial Statements", and 1602,
        "Non-controlling Interests", which replace existing guidance. Section
        1601 establishes standards for the preparation of consolidated
        financial statements and Section 1602 provides guidance on accounting
        for a non-controlling interest in a subsidiary subsequent to a
        business combination.

        Recent and Pending Accounting Pronouncements

        In June 2009, the CICA issued amendments to CICA Handbook Section
        3862, "Financial Instruments - Disclosures". The amendments include
        enhanced disclosures related to the fair value of financial
        instruments and the liquidity risk associated with financial
        instruments. The amendments will be effective for annual financial
        statements for fiscal years ending after September 30, 2009. The
        amendments are consistent with recent amendments to financial
        instrument disclosure standards in International Financial Reporting
        Standards ("IFRS"). The Company will include these additional
        disclosures in its annual consolidated financial statements for the
        year ending December 31, 2009.

        The Canadian Accounting Standards Board has confirmed that IFRS will
        replace Canadian GAAP effective January 1, 2011, including
        comparatives for 2010, for Canadian publicly accountable enterprises.
        The Company has completed its high-level IFRS impact study and
        established a preliminary timeline for the execution and completion
        of the conversion project. The impact of IFRS on the Company's
        consolidated financial statements is not reasonably determinable at
        this time.

    3.  BANKING AGREEMENT

        The Company has a line of credit through its subsidiary CanAmericas
        to the lower of its available amount of cash or U.S. $3,690,000,
        which can be drawn by means of letters of guarantee and letters of
        credit. The line of credit may be cancelled without notice.
        No letters of guarantee or credit are currently outstanding.

    4.  RELATED PARTY TRANSACTIONS

        Bonterra Oil & Gas Ltd. (Bonterra O&G) an oil and gas corporation
        publicly traded on the Toronto Stock Exchange with common directors
        and management with Pine Cliff and a former parent of the Company,
        through its wholly owned subsidiary Bonterra Energy Corp. (Bonterra
        Corp) provides management services and office administration to the
        Company. Total fees for the nine month period were $90,000 (2008 -
        $178,200) plus minimal administrative costs. As of September 30, 2009
        Pine Cliff owed Bonterra Corp $916 (December 31, 2008 - $592).

        These transactions are in the normal course of operations and are
        measured at the exchange amount, which is the amount of consideration
        established and agreed to by the related parties.

    5.  NON-CONTROLLING INTERESTS

        The Company has incorporated a subsidiary company, CanAmericas Energy
        Ltd. (CanAmericas) to explore and develop oil and gas properties
        primarily in South America. CanAmericas is owned 93 percent by the
        Company and seven percent by a foreign private corporation (Foreign
        Corp.). CanAmericas was initially financed by investments of
        $1,400,000 U.S. for 5,600,000 common shares from the Company and
        $100,000 U.S. for 400,000 common shares from Foreign Corp.

        Changes to non-controlling interest were as follows:

                                                  September 30,  December 31,
                                                          2009          2008
        ---------------------------------------------------------------------
        Non-controlling interest, January 1        $         -   $    25,179
        Loss applicable to non-controlling
         interest                                 ($         -)      (25,179)
        ---------------------------------------------------------------------
        Non-controlling interest, end of period    $         -   $         -
        ---------------------------------------------------------------------

        Foreign Corp. has been granted an option to acquire an additional
        1,000,000 common shares of CanAmericas at U.S. $0.25 per common
        share. Fifty percent of the options vested on January 13, 2007, and
        the remaining 50 percent vested on January 13, 2008, and all of the
        options will expire on January 13, 2011.

    6.  PROPERTY AND EQUIPMENT

                              September 30, 2009           December 31, 2008
        ---------------------------------------------------------------------
                                     Accumulated                 Accumulated
                                       Depletion                   Depletion
                                             and                         and
                              Cost  Depreciation          Cost  Depreciation
        ---------------------------------------------------------------------
        Petroleum and
         natural gas
         properties and
         related
         equipment     $ 4,472,935   $ 1,309,058   $ 3,825,038   $ 1,041,902
        Furniture,
         equipment
         and other          53,512        35,268        53,512        27,991
        ---------------------------------------------------------------------
                       $ 4,526,447   $ 1,344,326   $ 3,878,550   $ 1,069,893
        ---------------------------------------------------------------------

        In 2009, the exploration costs related to the Canadon Ramirez
        Concession of $82,203 (2008 -$6,171,140) were written-off to dry hole
        costs as the three-well program was unsuccessful. Exploration costs
        of $1,444,965 included in petroleum and natural gas properties and
        related equipment presently have been excluded from costs subject to
        depletion and depreciation.

        Development costs of $568,479 included in petroleum and natural gas
        properties and related equipment were incurred to drill two natural
        gas wells. The drilling costs for these wells have been excluded from
        costs subject to depletion and depreciation as these wells were not
        completed or producing as of September 30, 2009.

    7.  TAXES

        The Company has expensed $103,306 current tax expense related to
        Argentina capital tax. A one percent Argentina capital tax is payable
        in respect of the exploration costs for the Canadon Ramirez and the
        Laguna de Piedra Concessions.

        The Company continues to record a full valuation allowance for its
        future income tax assets as the recoverability is uncertain.

    8.  SHARE CAPITAL

        Authorized

        Unlimited number of Common Shares without nominal or par value.

        Unlimited number of Class B Preferred Shares without nominal or par
        value which may be issued in one or more series.

        Issued                                          Number        Amount
        ---------------------------------------------------------------------
        Common Shares
        Balance, January 1, 2009                    45,275,695   $14,588,722
        ---------------------------------------------------------------------
        Balance, September 30, 2009                 45,275,695   $14,588,722
        ---------------------------------------------------------------------

        A summary of the changes to the Company's contributed surplus is
        presented as follows:

        Contributed surplus

        ($)                                               2009          2008
        ---------------------------------------------------------------------
        Balance, January 1                             722,968       341,465
        Stock-based compensation expensed (non-cash)   132,416       313,422
        ---------------------------------------------------------------------
        Balance, September 30                          855,384       654,887
        ---------------------------------------------------------------------

        The deficit balance is composed of accumulated earnings.

        A summary of the status of the Company's stock option plan as of
        September 30, 2009 and December 31, 2008, and changes during the nine
        month and twelve month periods ending on those dates is presented as
        follows:

                                  September 30, 2009       December 31, 2008
        ---------------------------------------------------------------------
                                           Weighted-               Weighted-
                                             Average                 Average
                                            Exercise                Exercise
                                  Options      Price      Options      Price
        ---------------------------------------------------------------------
        Outstanding at
         beginning of period    3,118,000      $0.63    3,053,000      $0.62
        Options granted            40,000       0.15       65,000       1.15
        Options exercised               -          -            -          -
        Options cancelled         (12,000)      1.15            -          -
        ---------------------------------------------------------------------
        Outstanding at end
         of period              3,146,000      $0.62    3,118,000      $0.63
        ---------------------------------------------------------------------
        Options exercisable
         at end of period       2,961,000      $0.58    2,003,500      $0.33
        ---------------------------------------------------------------------

        The following table summarizes information about stock options
        outstanding at September 30, 2009:

                      Options Outstanding                Options Exercisable
    -------------------------------------------------------------------------
                                Weighted-
                                  Average  Weighted-               Weighted-
    Range of          Number    Remaining    Average       Number    Average
    Exercise     Outstanding  Contractual   Exercise  Exercisable   Exercise
    Prices        at 9/30/09         Life      Price   at 9/30/09      Price
    -------------------------------------------------------------------------
    $0.15          1,130,000    0.3 years      $0.15    1,090,000      $0.15
     0.50 - 0.60     825,000    0.3 years       0.51      825,000       0.51
     0.70 - 0.75      80,000    0.3 years       0.72       80,000       0.72
     1.10 - 1.20   1,071,000    0.7 years       1.18      926,000       1.18
     1.40 - 1.50      40,000    1.3 years       1.49       40,000       1.49
    -------------------------------------------------------------------------
    $0.15 - $1.50  3,146,000    0.5 years      $0.62    2,961,000      $0.58
    -------------------------------------------------------------------------

        The Company records a compensation expense over the vesting period
        based on the fair value of options granted to employees, directors
        and consultants. Unvested options as of September 30, 2009 vest
        87,500 in 2009, 77,500 in 2010 and 20,000 in 2011.

        The Company issued 40,000 (December 31, 2008 - 65,000) stock options
        with an estimated fair value of $3,350 (December 31, 2008 - $33,761)
        ($0.08 per option (December 31, 2008 - $0.52 per option)) using the
        Black-Scholes option pricing model with the following key
        assumptions:

                                                  September 30,  December 31,
                                                          2009          2008
        ---------------------------------------------------------------------
        Weighted-average risk free interest rate (%)      1.24          2.89
        Dividend yield (%)                                   -             -
        Expected life (years)                              2.5           2.5
        Weighted-average volatility (%)                   96.0          72.0
        ---------------------------------------------------------------------

    9.  SEGMENTED INFORMATION

        The Company has operations in Canada and in South America. All
        operating activities are related to exploration, development and
        production of petroleum and natural gas:

                                                            South
        ($)                                     Canada    America      Total
        ---------------------------------------------------------------------
        Three Months Ended September 30, 2009
        Revenue, gross                          93,178         15     93,193
        Loss before non-controlling interest    92,396    171,412    263,808
        Capital expenditures                   571,525     29,207    600,732

        Nine Months Ended September 30, 2009
        Revenue, gross                         402,967      1,789    404,756
        Loss before non-controlling interest   337,938    749,412  1,087,350
        Capital expenditures                   573,041    157,058    730,099
        Property and equipment               1,722,579  1,459,542  3,182,121
        Total assets                         3,371,995  1,528,939  4,900,934

        Three Months Ended September 30, 2008
        Revenue, gross                         150,276        286    150,562
        Loss before non-controlling interest   201,176    304,777    505,953
        Capital expenditures                    66,283  1,445,462  1,511,745

        Nine Months Ended September 30, 2008
        Revenue, gross                         505,383     21,040    526,423
        Loss before non-controlling interest   505,053    638,303  1,143,356
        Capital expenditures                    76,505  4,232,842  4,309,347

        December 31, 2008
        Property and equipment               1,416,693  1,391,964  2,808,657
        Total assets                         3,884,908  1,685,107  5,570,015
        ---------------------------------------------------------------------

    10. FINANCIAL AND CAPITAL RISK MANAGEMENT

        Financial Risk Factors
        ----------------------

        The Company undertakes transactions in a range of financial
        instruments including:

        -  Cash deposits;
        -  Receivables;
        -  Payables;

        The Company's activities result in exposure to a number of financial
        risks including market risk (commodity price risk, interest rate
        risk, foreign exchange risk, credit risk, and liquidity risk).
        Financial risk management is carried out by senior management under
        the direction of the Board of Directors.

        The Company does not enter into risk management contracts. The
        Company sells its oil and gas commodities at market prices at the
        date of sale in accordance with the Board directive.

        Capital Risk Management
        -----------------------

        The Company's objectives when managing capital, which includes
        current assets and long-term assets, are to safeguard the Company's
        ability to continue as a going concern, to continue providing returns
        to its Shareholders and benefits for other stakeholders, and to
        maintain an optimal capital structure to reduce the cost of capital.
        In order to maintain or adjust the capital structure, the Company may
        issue debt or new shares.

        The Company monitors capital on the basis of the ratio of budgeted
        exploration capital requirements to current working capital. This
        ratio is calculated using the projected cash requirements for a year
        in advance and maintaining a working capital balance of at least six
        months to satisfy this requirement on a continuous basis.

        The Company believes that maintaining approximately a six month
        current working capital balance to the exploration capital budget
        requirement is an appropriate basis to allow it to continue its
        future development of the Company's assets.

        The following section (a) of this note provides a summary of our
        underlying economic positions as represented by the carrying values,
        fair values and contractual face values of our financial assets and
        financial liabilities. The Company's working capital to capital
        expenditure requirement ratio is also provided.

        The following section (b) addresses in more detail the key financial
        risk factors that arise from the Company's activities including its
        policies for managing these risks.

    a)  Financial assets, financial liabilities

        The carrying amounts, fair value and face values of the Company's
        financial assets and liabilities other than cash are shown in
        Table 1.

        Table 1

                         As at September 30, 2009    As at December 31, 2008

                       Carrying     Fair     Face Carrying     Fair     Face
        ($000)            Value    Value    Value    Value    Value    Value
        ---------------------------------------------------------------------
        Financial assets
        Accounts
         receivable         109      109      175      107      107      142
        Financial
         liabilities
        Accounts payable
         and accrued
         liabilities        727      727      727      444      444      444
        ---------------------------------------------------------------------

        The budgeted capital expenditure to working capital base figures for
        September 30, 2009 is presented below:

                                                                September 30,
        ($000)                                                          2009
        ---------------------------------------------------------------------
        Budgeted capital expenditure(1)                                  600
        ---------------------------------------------------------------------
        Current assets                                                 1,719
        Current liabilities                                             (727)
        ---------------------------------------------------------------------
        Working capital                                                  992
        ---------------------------------------------------------------------
        Working capital to budgeted capital expenditure
         (in months)                                                    19.8
        ---------------------------------------------------------------------
        (1) Budgeted capital expenditure represents the Company's estimated
            future twelve month capital expenditures.

    b)  Risks and mitigations

        Market risk is the risk that the fair value or future cash flow of
        the Company's financial instruments will fluctuate because of changes
        in market prices. Components of market risk to which Pine Cliff is
        exposed are discussed below.

        Commodity price risk
        --------------------

        The Company's principal operation is the exploration and possible
        development of its oil and gas properties. The Company also engages
        in the exploration and development of oil and natural gas properties
        in Canada. Fluctuations in prices of these commodities may directly
        impact the Company's performance and ability to continue with its
        operations.

        The Company's management currently does not use risk management
        contracts to set price parameters for its production.

        Sensitivity Analysis

        The Company is still in the exploration stage of development of its
        exploration properties and as such generates nominal cash flow or
        earnings from these properties. In addition, the Company's petroleum
        and natural gas operations provide only moderate cash flow and as
        such changes in commodity prices would have no material impact on the
        Company.

        Interest rate risk
        ------------------

        Interest rate risk refers to the risk that the value of a financial
        instrument or cash flow associated with the instrument will fluctuate
        due to changes in market interest rates. Interest rate risk arises
        from interest bearing financial assets and liabilities that Pine
        Cliff uses. The principal exposure to the Company is on its cash
        balances which have a variable interest rate which gives rise to a
        cash flow interest rate risk.

        Pine Cliff's cash consists of Canadian dollar, U.S. dollar and
        Argentinean peso investment chequing accounts. Since these funds need
        to be accessible for the development of the Company's capital
        projects, management does not reduce its exposure to interest rate
        risk through entering into term contracts of various lengths. As
        discussed above, the Company generally manages its capital such that
        its budgeted capital requirements to current working capital ratio
        are at least six months.

        Foreign exchange risk
        ---------------------

        The Company has foreign operations, but no revenue from production
        from the foreign properties and currently sells all of its Canadian
        product sales in Canadian currency. The Company has a U.S. cash and
        Argentina peso cash balance and earns an insignificant amount of
        interest on its U.S. and Argentinean peso bank accounts. Funds held
        in foreign denominated accounts are generally held for short periods
        of time, as the Company transfers and converts Canadian funds to
        foreign currency as payments for foreign currency denominated
        payables come due. As such, Pine Cliff does not mitigate exchange
        rate risk by using risk management contracts.

        Credit risk
        -----------

        Credit risk is the risk that a contracting party will not complete
        its obligations under a financial instrument and cause the Company to
        incur a financial loss. Pine Cliff is exposed to credit risk on all
        financial assets included on the balance sheet. To help mitigate this
        risk, the Company maintains the majority of its cash balances with a
        major Canadian chartered bank and invests in secure financial
        instruments.

        Substantially all of the accounts receivable balance at September 30,
        2009 ($151,000) and December 31, 2008 ($107,000) relates to product
        sales with Canadian oil and gas companies and crown royalty credits
        with the province of Alberta, all of which have consistently been
        received within 30 to 60 days. The Company through its subsidiary
        CanAmericas also has a receivable of $66,000 for Argentina Value
        Added Tax on non-capital expenditures. The Company has taken a full
        allowance on the V.A.T., as the Company has no Argentina income
        subject to V.A.T. to claim it against.

        The Company assesses quarterly if there has been any impairment of
        the financial assets of the Company. The Company does not have any
        significant credit risk exposure to any single counterparty or any
        group of counterparties having similar characteristics.

        The carrying value of accounts receivable approximates their fair
        value due to the relatively short periods to maturity on this
        instrument. Currently no accounts receivable is greater than 90 days.
        The maximum exposure to credit risk is represented by the carrying
        amount on the balance sheet. There are no material financial assets
        that the Company considers past due.

        Liquidity risk
        --------------

        Liquidity risk includes the risk that, as a result of Pine Cliff's
        operational liquidity requirements:

        -  The Company will not have sufficient funds to settle a transaction
           on the due date,
        -  Pine Cliff will not have sufficient funds to continue with its
           financing of its major exploration projects,
        -  The Company will be forced to sell assets at a value which is less
           than what they are worth, or
        -  Pine Cliff may be unable to settle or recover a financial asset at
           all.

        To help reduce these liquidity risks, the Company:

        -  Has a general capital policy of maintaining at least six months of
           budgeted capital requirements as its working capital base.
        -  Maintains a continuous evaluation approach as to the requirements
           for its largest exploration programs; the Canadon Ramirez
           Concession and Laguna de Piedra Concession.

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

%SEDAR: 00021536E

SOURCE Pine Cliff Energy Ltd.

For further information: For further information: Further information relating to the Company may be found on www.sedar.com as well as on the Company's website at www.pinecliffenergy.com or by contacting: George F. Fink, President and CEO, Randy M. Jarock, COO, or Kirsten Kulyk, Manager, Investor Relations, Telephone: (403) 269-2289, Fax: (403) 265-7488, Email: info@pinecliffenergy.com

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