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


Sentinel Rock Oil Inc. ("Sentinel Rock") (TSX VENTURE:SNT). Sentinel Rock
entered into a letter of intent dated December 22, 2010 with Sundance Energy
Corporation ("Sundance Energy" or "the Company") setting forth the basic terms
and conditions by which they would complete a business combination (the
"Proposed Transaction"). The letter of intent contemplated completion of due
diligence and the entering into of a formal agreement providing for the Proposed
Transaction by February 4, 2011. Sentinel Rock is pleased to announce that due
diligence has been successfully concluded and a formal amalgamation agreement
has been entered into. Refer to Sentinel Rock's news release dated January 26,
2011 for additional details regarding the Proposed Transaction.


In addition, Sentinel Rock and Sundance are pleased to announce that Macquarie
Private Wealth Inc. ("Macquarie") has been engaged to act as Sundance's agent,
on a commercially reasonable efforts basis and subject to the completion of
satisfactory due diligence, in respect of the private placement (the "Private
Placement") of subscription receipts (the "Subscription Receipts") at $0.50 per
Subscription Receipt proposed to be completed by Sundance in conjunction with
the Proposed Transaction. The Private Placement will be for minimum gross
proceeds of $8,000,000 and maximum gross proceeds of $15,000,000. Each
Subscription Receipt will convert into common shares of Sundance (and ultimately
of Sentinel Rock) immediately prior to completion of the Proposed Transaction.
Macquarie will be paid 7% agent's commission and will receive an option to
acquire the number of common shares equal to 7% of the total number of
Subscription Receipts sold under the Private Placement, at $0.50 per share,
exercisable for 24 months. Assuming completion of the minimum gross proceeds
under the Private Placement, the following expenditures will be made:




Commissions and Fees                                            $   850,000 
Poundmaker Test Wells                                           $ 1,600,000 
Muskowekwan Test Well                                           $ 1,000,000 
Ochapowace Test Well                                            $ 1,000,000 
Chacachas Land Permits                                          $ 1,000,000 
Chacachas 3D Seismic Program                                    $ 2,000,000 
G & A and unallocated Working Capital                           $   550,000 
                                                             ---------------
TOTAL                                                           $ 8,000,000 



Assuming completion of the maximum gross proceeds under the Private Placement,
additional funds will be used to pay additional commissions and to fund a
$1,000,000 Test Well on the Chacachas lands with the remaining funds to be
allocated as management determines based upon the results of the above
expenditures. Refer to Sentinel Rock's news release dated January 17, 2011 for
details regarding each of these properties.


Refer to Sentinel Rock's news release dated January 26, 2011 for additional
details regarding the Private Placement. 


READER ADVISORY

Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to, final acceptance by the TSX Venture Exchange and,
if applicable pursuant to the requirements of the Exchange, shareholder
approval. Where applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the filing statement or
management information circular to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Sentinel Rock should be considered highly
speculative.


Forward-Looking Statements

This news release contains forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "objective",
"ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking information or
statements. More particularly and without limitation, this news release contains
forward looking statements and information concerning Sentinel Rock's future
operations and prospects. The forward-looking statements and information are
based on certain key expectations and assumptions made by Sentinel Rock,
including expectations and assumptions concerning equipment and crew
availability and financial capability. Although Sentinel Rock believes that the
expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on the
forward looking statements and information because Sentinel Rock can give no
assurance that they will prove to be correct. By its nature, such
forward-looking information is subject to various risks and uncertainties, which
could cause Sentinel Rock's actual results and experience to differ materially
from the anticipated results or expectations expressed. These risks and
uncertainties, include, but are not limited to reservoir performance, labour,
equipment and material costs, access to capital markets, interest and currency
exchange rates, political and economic conditions. Readers are cautioned not to
place undue reliance on this forward-looking information, which is given as of
the date it is expressed in this news release or otherwise, and to not use
future-oriented information or financial outlooks for anything other than their
intended purpose. Sentinel Rock undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new information,
future events or otherwise, except as required by law.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved of the contents of
this press release.


The securities of the Corporation have not been, nor will be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption from U.S.
registration requirements. This release does not constitute an offer for sale of
securities in the United States.


Sentinel Rock Oil Inc. (TSXV:SNT)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Sentinel Rock Oil Inc. Charts.
Sentinel Rock Oil Inc. (TSXV:SNT)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Sentinel Rock Oil Inc. Charts.