News Releases

Pine Cliff Energy Ltd. Announces Term of Rights Offering

Sep 24, 2007 - 11:59 PM ET

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

UNITED STATES/

CALGARY, ALBERTA--(Marketwire - Sept. 24, 2007) - Pine Cliff Energy Ltd. ("Pine Cliff" or "the Company") (www.pinecliffenergy.com) (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 purposes.

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 www.sedar.com

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 securities.

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.


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