STP Southern Pacific Resource Corp.

NOT FOR RELEASE IN THE UNITED STATES OR TO US NEWSWIRE SERVICES

Southern Pacific Resource Corp. ("Southern Pacific" or the "Corporation") (TSX
VENTURE:STP) and Rochester Energy Corp. ("Rochester") are pleased to announce
that they have completed the previously announced court approved plan of
arrangement (the "Arrangement") under the Business Corporations Act (Alberta)
involving Rochester, its securityholders and Southern Pacific. At the meeting of
Rochester security holders held March 4, 2009, 100% of the securities voted at
the meeting voted in favour of the Arrangement.


Pursuant to the Arrangement, Rochester shareholders of record are entitled to
receive 0.1977 common shares of Southern Pacific for each common share of
Rochester held. Each Rochester warrantholder, broker warrantholder and
optionholder are entitled to receive upon exercise the number of common shares
of Southern Pacific, in lieu of the number of common shares of Rochester, the
holder would have otherwise been entitled to receive, based upon the same
exchange ratio stated above. A letter of transmittal has been delivered to
Rochester's registered securityholders. Upon submission of a duly completed
letter of transmittal and any other required documentation, former Rochester
securityholders, will receive certificates representing the number of securities
of Southern Pacific they are entitled to receive pursuant to the Arrangement,
subject to adjustment for fractional securities. For Rochester shareholders who
hold their Rochester common shares through a broker, the exchange process will
occur automatically, and such shareholders should contact their brokers for
further information. Upon completion of the Arrangement, Southern Pacific will
have approximately 107,611,182 common shares outstanding.


Rochester received securityholder approval for the Arrangement at its special
meeting of its securityholders held on March 4, 2009. The Court of Queen's Bench
of Alberta also granted a final order approving the Arrangement on March 4,
2009. The common shares of Rochester will be halted on the TSX Venture Exchange
at market close on March 4, 2009 and thereafter will be delisted from the TSX
Venture Exchange. Rochester will also apply to cease to be a reporting issuer
under Canadian securities laws.


Rochester's key assets include its 100% working interest in 50 sections of oil
sands leases and an average 19% working interest in certain producing natural
gas assets in the Medicine Lodge field in northwest Alberta. After the
combination, Southern Pacific will have an average 84% working interest in 269
sections of oil sands leases. Rochester's 50 sections of oil sands leases are
split into two areas: Long Lake and MacKenzie.


At Long Lake, Rochester owns 32 sections of land that directly complement
Southern Pacific's 80% working interest in 43 sections, bringing the total to 75
sections (66.4 net). The combined land assets create a dominant position to move
forward to further delineate and potentially develop a commercial project in an
area where Southern Pacific encountered excellent bitumen thicknesses (38.5 m
and 29.5 m respectively) during the 2007/2008 winter exploration program.


At MacKenzie, Rochester owns 18 sections of prospective oil sands leases.
Although no physical exploration work has been completed on the MacKenzie block
to date, Rochester has surveyed for a corehole program on the block. Southern
Pacific views this land as highly prospective and intends to incorporate the
MacKenzie block into its exploration plans.


The Medicine Lodge asset consists of an average working interest of 19% in five
producing natural gas wells and a 19% interest in a gas plant. The combined net
production to Rochester is approximately 200 thousand cubic feet per day of
natural gas and 5 barrels per day of natural gas liquids. Although the property
is not core to Southern Pacific's activities in the oil sands, the property is
non-operated and is expected to provide cash flow for general and administrative
expenses.


While Southern Pacific is well positioned for the future with five prospect
areas - namely Hangingstone West, Leismer South, Kirby, Long Lake and MacKenzie
- Southern Pacific is currently focusing its efforts on its project area at
McKay. Southern Pacific is on track to submit an application for its first
steam-assisted gravity drainage project at McKay to the Alberta Energy Resources
Conservation Board (ERCB) and Alberta Environment by mid 2009.


Safe Harbour

This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of Rochester or an
offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Southern Pacific, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States) in which such
offer, solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.


This news release contains certain "forward-looking information" within the
meaning of such statements under applicable securities law including:
anticipated discovery of commercial volumes of bitumen, the timeline for the
achievement of anticipated exploration, anticipated results from the current
drilling program and, subject to regulatory approval and commercial factors, the
commencement or approval of any SAGD project. Forward-looking information is
frequently characterized by words such as "plan", "expect", "project", "intend",
"believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and
other similar words, or statements that certain events or conditions "may" or
"will" occur. These statements are only predictions. Forward-looking information
is based on the opinions and estimates of management at the date the statements
are made, and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. These factors include the
inherent risks involved in the exploration and development of oil sands
properties, difficulties or delays in start-up operations, the uncertainties
involved in interpreting drilling results and other geological data, fluctuating
oil prices, the possibility of unanticipated costs and expenses, uncertainties
relating to the availability and costs of financing needed in the future and
other factors including unforeseen delays. As an oil sands enterprise in the
development stage, Southern Pacific faces risks including those associated with
exploration, development, start-up, approvals and the continuing ability to
access sufficient capital from external sources if required. Actual timelines
associated may vary from those anticipated in this news release and such
variations may be material. For a description of the risks and uncertainties
facing Southern Pacific and its business and affairs, readers should refer to
Southern Pacific's most recent Annual Information Form. Southern Pacific
undertakes no obligation to update forward-looking statements if circumstances
or management's estimates or opinions should change, unless required by law. The
reader is cautioned not to place undue reliance on forward-looking statements.

Southern Pacific Resource Corp. (TSXV:STP)
Historical Stock Chart
From Jun 2024 to Jul 2024

Southern Pacific Resource Corp. (TSXV:STP)
Historical Stock Chart
From Jul 2023 to Jul 2024