News Releases

Pine Cliff and Geomark Announce Interim Order, the Mailing of a Joint Management Information Circular and a Management Change

Sep 20, 2012 - 07:09 PM ET

CALGARY, ALBERTA--(Marketwire - Sept. 20, 2012) -

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

Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) and Geomark Exploration Ltd. ("Geomark") (TSX VENTURE:GME) are pleased to announce that Geomark has received the interim order of the Court of Queen's Bench of Alberta in respect of the previously announced proposed plan of arrangement involving Pine Cliff, Geomark and the shareholders of Geomark (the "Arrangement"). A joint information circular of Geomark and Pine Cliff dated September 19, 2012 (the "Information Circular"), in respect of the special meetings of the Geomark shareholders and Pine Cliff shareholders, to be held at 9:00 a.m. (Calgary time) and 10:00 a.m. (Calgary time), respectively, on October 18, 2012 for the purpose of obtaining the requisite approvals in respect of the Arrangement and matters related to the Arrangement, will be mailed to shareholders in the upcoming days. The Information Circular contains detailed information regarding the Arrangement, which provides for, among other things, the acquisition by Pine Cliff of all of the issued and outstanding common shares of Geomark ("Geomark Shares"), on the basis of 1.5 common shares of Pine Cliff ("Pine Cliff Shares") for each Geomark Share. For further details regarding the Arrangement please refer to the Information Circular, a copy of which is available under the corporate profiles of each of Pine Cliff and Geomark on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
If all conditions for the completion of the Arrangement are satisfied or waived, it is presently expected that the Arrangement will be completed on or about October 19, 2012. Pine Cliff has received the conditional approval of the TSX Venture Exchange (the "TSXV") in respect of the listing of the additional Pine Cliff Shares to be issued in connection with the Arrangement. Such additional listing is subject to Pine Cliff fulfilling the requirements of the TSXV.
Further to the press release of September 6, 2012, Pine Cliff and Geomark wish to advise that it is no longer anticipated that Pine Cliff will undergo a change of name as part of the Arrangement. Accordingly, subsequent to the completion of the Arrangement, the combined entity is expected to carry on business under the name "Pine Cliff Energy Ltd." for the time being.
 
Geomark also announces that Mark Balog, the current President and Chief Operating Officer of Geomark, has given notice that he will be resigning on the earlier of the completion of the Arrangement or October 31, 2012. This timing allows for a reasonable period of time after completion of the Arrangement to allow for an orderly transition of responsibilities. The Board of Directors and management of Geomark would like to thank Mr. Balog for his contribution and successes with the mineral operations over the years and wish him continued success in his future endeavours.

For Further Information:
Further information relating to Pine Cliff may be found on www.sedar.com as well as on Pine Cliff's website at www.pinecliffenergy.com.

Further information relating to Geomark may be found on www.sedar.com as well as on Geomark's website at www.geomark.ca.

 
Cautionary Statements
This news release contains certain statements or disclosures relating to Pine Cliff and Geomark that are based on the expectations of Pine Cliff and Geomark as well as assumptions made by and information currently available to Pine Cliff and Geomark which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Pine Cliff and Geomark anticipate or expect may, or will occur in the future (in whole or in part), including the mailing of the Information Circular, the Arrangement, the listing on the TSXV of the Pine Cliff Shares issuable pursuant to the Arrangement, the timing of the Pine Cliff Meeting and the Geomark Meeting, the resignation of Geomark's President and Chief Operating Officer, the name of the combined entity following the Arrangement, and the successful completion of the Arrangement and the timing thereof should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "intend", or other comparable terminology. Readers are cautioned that there is no assurance that the matters referenced herein will proceed as set forth herein or at all. Many factors could cause the performance or achievement by Pine Cliff and Geomark to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include failure to obtain necessary shareholder, regulatory, stock exchange, court and other third party consents and approvals. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Neither Pine Cliff nor Geomark are under any duty to update any of the forward-looking statements after the date of this news release or to conform such statements to actual results or to changes in Pine Cliff's or Geomark's expectations and each of Pine Cliff and Geomark disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
 
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT:

Pine Cliff Energy Ltd.
Philip B. Hodge
President and CEO
(403) 269-2289
(403) 265-7488 (FAX)
info@pinecliffenergy.com

Pine Cliff Energy Ltd.
George F. Fink
Executive Chairman
(403) 269-2289
(403) 265-7488 (FAX)
info@pinecliffenergy.com

Geomark Exploration Ltd.
George F. Fink
CEO and Chairman of the Board
(403) 262-1400
(403) 232-1421 (FAX)
info@geomark.ca