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Pine Cliff Energy Ltd. Announces Closing of Strategic Acquisition, CDE Flow-Through and Common Share Equity Financings

Newsfile Corp.

Calgary, Alberta--(Newsfile Corp. - June 3, 2019) - Pine Cliff Energy Ltd. (TSX: PNE) ("Pine Cliff" or the "Company") is pleased to announce that its previously announced acquisition to acquire oil and natural gas assets (the "Assets") in the Ghost Pine area of Central Alberta for net cash consideration of $8.6 million, after estimated closing adjustments (the "Acquisition"), has now closed. Pine Cliff is also pleased to announce that is has closed both private placements of flow through shares for gross proceeds of $4.0 million (the "Flow-Through Private Placement") and common shares for gross proceeds of $1.4 million (the "Common Share Private Placement").

Acquisition Highlights

The Assets add growth opportunities in the Pekisko oil play, where Pine Cliff drilled its first oil well in late 2018. Based on Pine Cliff's internal estimates, the Assets will increase Pine Cliff's development inventory to an estimated 28 gross (27 net) Pekisko oil locations. The Assets currently produce approximately 1,600 barrels of oil equivalent ("Boe") per day or 9,600 thousand cubic feet equivalent ("Mcfe") per day, weighted 80% to natural gas, 7% to oil and 13% to natural gas liquids. The production from the Assets has increased Pine Cliff's estimated annual production volumes to a range of 19,250 to 19,750 Boe per day (115,500 to 118,500 Mcfe per day), weighted 92% to natural gas.

CDE Flow-Through and Common Share Equity Financings

Pine Cliff issued by way of a non-brokered private placement, 14,492,754 "flow-through" common shares (within the meaning of the Income Tax Act (Canada)) (the "Flow-Through Shares"), at a price of $0.276 per Flow-Through Share, resulting in gross proceeds of $4.0 million. The net proceeds of the Flow-Through Private Placement will be used to incur eligible Canadian development expenses ("CDE"). Pine Cliff will, pursuant to the provisions of the Income Tax Act (Canada), incur all eligible CDE prior to March 30, 2020 of the Flow-Through Private Placement.

Pine Cliff also issued by way of a non-brokered private placement, 6,215,652 common shares (the "Common Shares"), at a price of $0.23 per Common Share, resulting in gross proceeds of $1.4 million. Insiders, including directors and officers, subscribed for a total of 2,608,695 Common Shares.

As a part of the Offered Securities, the Alberta Investment Management Corporation has increased its shareholdings in the Company by 15,142,754 Common Shares on behalf of certain of its clients.

Pine Cliff's outstanding Common Shares as of May 31, 2019 total 327,784,193.

About Pine Cliff

Pine Cliff is an oil and natural gas company with a long-term view of creating shareholder value. 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.

About Alberta Investment Management Corporation

Alberta Investment Management Corporation, AIMCo, is one of Canada s largest and most diversified high performing institutional investment managers with more than $100 billion of assets under management. AIMCo operates at arms-length from the Government of Alberta and invests globally on behalf of 31 Alberta-based pension, endowment and government funds, working closely with their clients' to ensure investment strategies meet their clients' long-term return objectives. For more information on AIMCo please visit www.aimco.alberta.ca.

For further information, please contact:
Philip B. Hodge - President and CEO 
Cheryne Lowe -CFO and Corporate Secretary
Telephone: (403) 269-2289
Fax: (403) 265-7488
Email: info@pinecliffenergy.com

Cautionary Statements

Certain statements contained in this news release potentially 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. In particular, this news release contains statements regarding the operational, economic, closing adjustments, production volumes guidance and financial impacts of the Acquisition on Pine Cliff and the potential growth opportunities on the Assets.

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 there from. 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.

Natural gas liquids and oil volumes are recorded in barrels of oil ("Bbl") and are converted to a thousand cubic feet equivalent ("Mcfe") using a ratio of one (1) Bbl to six (6) thousand cubic feet. Natural gas volumes recorded in thousand cubic feet ("Mcf") are converted to barrels of oil equivalent ("Boe") using the ratio of six (6) thousand cubic feet to one (1) Bbl. This conversion ratio is based on energy equivalence primarily at the burner tip and does not represent a value equivalency at the wellhead. The terms Boe or Mcfe may be misleading, particularly if used in isolation.

Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of oil, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

The TSX does not accept responsibility for the accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45235