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Pine Cliff Energy Ltd. - Private Placement

Jul 4, 2007 - 11:59 PM ET

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

UNITED STATES/

CALGARY, ALBERTA--(Marketwire - July 4, 2007) - Pine Cliff Energy Ltd. ("Pine Cliff") (www.pinecliffenergy.com) (TSX Venture: PNE) is pleased to announce that it has entered into an agreement with a syndicate of agents led by RBC Capital Markets under which the agents have agreed to offer on a private placement, reasonable best efforts agency basis, an aggregate of approximately $15,000,000 worth of common shares in the capital of Pine Cliff (the "Common Shares"). The number of Common Shares to be offered, the price per Common Share and the aggregate size of the offering will be determined by negotiation between Pine Cliff and the agents. The offering is expected to close on or about August 3, 2007.

Pine Cliff anticipates it will use the net proceeds of the offering to fund Pine Cliff's exploration, development, acquisitions and farm-in commitments and for general corporate purposes.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.



FOR FURTHER INFORMATION PLEASE CONTACT:

Pine Cliff Energy Ltd.
George F. Fink
President and CEO
(403) 269-2289
Fax: (403) 265-7488

OR

Pine Cliff Energy Ltd.
Randy M. Jarock
COO
(403) 269-2289
Fax: (403) 265-7488

OR

Pine Cliff Energy Ltd.
Kirsten Kulyk
Manager, Investor Relations
(403) 269-2289
Fax: (403) 265-7488
info@pinecliffenergy.com