PNE

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


Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) is pleased to announce
that it has entered into a binding agreement dated July 17, 2014 (the
"Agreement") to acquire certain shallow natural gas assets in Alberta and
Southern Saskatchewan (the "Assets") from a senior oil and gas producer (the
"Proposed Transaction") for cash consideration of $100 million, prior to any
adjustments. The majority of the Alberta assets are located east of the City of
Medicine Hat with some minor assets in Central Alberta near the City of
Wetaskiwin. The Saskatchewan assets are located near the Town of Maple Creek.


The cash consideration to be paid by Pine Cliff is expected to be financed by a
combination of working capital and debt, details of which will be subsequently
announced. 


The Proposed Transaction will have an effective date of July 1, 2014 and is
presently expected to close on or before November 1, 2014. Although the
Agreement is binding between the parties, completion of the Proposed Transaction
is subject to numerous conditions, including negotiation and execution of
definitive agreements, due diligence, title and environmental review and board
of directors and regulatory approvals. No assurances can be given that the
Proposed Transaction will be completed as proposed or at all.


Transaction Highlights



--  The Assets possess a predictable production profile, long reserve life
    and a geographically focused asset base which is 100% weighted to
    natural gas. The Assets are 85% operated, high working interest
    properties (averaging 93%) and include ownership in key strategic
    infrastructure. Assuming completion of the Proposed Transaction, Pine
    Cliff has identified a number of potential low risk growth opportunities
    on the Assets including infill drilling, recompletions and well
    reactivations. 
--  Subsequent to the closing of the Proposed Transaction Pine Cliff is
    expected to have a combined base asset production of over 11,000 barrels
    of oil equivalent ("boe") per day with a combined decline rate of
    approximately 13%. 



Key attributes of the Assets are as follows: 



----------------------------------------------------------------------------
Production (May 2014 average provided by vendor)   5,300 boe per day        
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Natural Gas Weighting                              100%                     
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Proved Reserves (1)                                10.7 Mboe                
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Proved and Probable Reserves (1)                   15.5 Mboe                
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Decline Rate                                       14%                      
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Estimated Funds Flow from Operations (12 months    $26 million              
 following the effective date) (2)                                          
----------------------------------------------------------------------------
(1) Based on the vendor's internal reserve evaluations with an effective    
date of December 31, 2013.                                                  
(2) Based on natural gas pricing of CDN$4.55/mcf AECO and using estimated   
production at July 1, 2014 of 5,200 boe per day, an 8% royalty rate, $8.54  
per boe operating costs and net of $3.4 million of interest and taxes to be 
paid to the vendor.                                                         



Acquisition Metrics

Based on the purchase price of the Assets of $100 million, the acquisition
metrics are as follows:




----------------------------------------------------------------------------
Production                                         $18,870 per flowing boe  
----------------------------------------------------------------------------
Proved Reserves (1)                                $9.38 per boe            
----------------------------------------------------------------------------
Proved and Probable Reserves (1)                   $6.45 per boe            
----------------------------------------------------------------------------
Cash Flow Multiple (2)                             3.8 times                
----------------------------------------------------------------------------
(1) Based on the vendor's internal reserve evaluations with an effective    
date of December 31, 2013.                                                  
(2) Based on the estimated funds flow from operations shown above.          



Strategic Rationale

Pine Cliff has been actively seeking accretive opportunities to enhance
shareholder value by adding low cost and low decline natural gas production.
This Proposed Transaction consists of these attributes.


The successful completion of the Proposed Transaction is currently expected to
result in:




--  Increased funds flow from operations on a per share basis; 
--  Pine Cliff raising its 2014 production guidance at closing; 
--  Pine Cliff having a strong balance sheet with an expected net debt to
    projected cash flow ratio of less than 1.5:1; and 
--  Significant free cash flow which is anticipated to enable Pine Cliff the
    opportunity to pursue further accretive gas acquisitions and repay debt.



About Pine Cliff 

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.


Cautionary Statements 

Certain statements contained in this 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. In particular, this press release contains statements regarding the
operational, economic and financial impacts of the Proposed Transaction to Pine
Cliff, the potential growth opportunities on the Assets, the manner in which the
purchase price to the Proposed Transaction will be financed by Pine Cliff, other
anticipated benefits to Pine Cliff of the Proposed Transaction, the closing date
of the Proposed Transaction and information regarding Pine Cliff on a pro forma
basis assuming completion of the Proposed Transaction. The foregoing statements
assume all the conditions to completion of the Proposed Transaction will be
satisfied, a definitive agreement will be reached between Pine Cliff and the
vendor and other required board and regulatory approvals will be received, that
there will be no changes to the assets and liabilities of Pine Cliff following
the Proposed Transaction and that the anticipated benefits of and rationale for
the Proposed Transaction will be achieved. There is no assurance that all of the
conditions to the Proposed Transaction will be met and therefore there is a risk
that the Proposed Transaction will not be completed in the form described above
or at all. In the event the Proposed Transaction does not close as presently
anticipated, Pine Cliff will not realize the anticipated benefits of the
Proposed Transaction. As such, many factors could cause the performance or
achievement of Pine Cliff to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements. Because of the risks, uncertainties and assumptions
contained herein, readers should not place undue reliance on these
forward-looking statements. 


In addition, statements relating to "reserves" are by their nature
forward-looking information, as they involve the implied assessment, based on
certain estimates and assumptions that the reserves described can be profitably
produced in the future. The recovery and reserves estimates provided herein are
estimates only and there is no guarantee that the estimated reserves will be
recovered. Pine Cliff cautions that its future oil, natural gas and natural gas
liquids production, revenues, cash flows, liquidity, plans for future
operations, expenses, outlook for oil and natural gas prices, timing and amount
of future capital expenditures, and other forward-looking information is subject
to all of the risks and uncertainties normally incident to the exploration for
and development and production and sale of oil and gas. 


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.



Certain information contained herein is based on information and internal
estimates provided to Pine Cliff by the vendor of the Assets. Although Pine
Cliff believes such information is accurate and reliable, at this time such
information has not been verified by any independent sources and Pine Cliff does
not make any representations as to the accuracy of such estimates.


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


This news release contains the term boe which has been calculated on the basis
of six thousand cubic feet ("mcf") of gas to one barrel of oil. This conversion
ratio is based on energy equivalence primarily at the burner tip and does not
represent a value equivalency at the wellhead. The term boe may be misleading,
particularly if used in isolation.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in 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


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

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