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EER Enterprise Energy Resources Ltd.

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Share Name Share Symbol Market Type
Enterprise Energy Resources Ltd. TSXV:EER TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Enterprise Announces Terms of Previously Announced Financing

17/05/2011 1:11pm

Marketwired Canada


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

Enterprise Energy Resources Ltd. (the "Company") (TSX VENTURE:EER) is pleased to
announce the preliminary terms of its previously announced financing. 


The Company has entered into an agreement with GMP Securities L.P. to act as
lead agent on behalf of a syndicate including Haywood Securities Inc. and
Paradigm Capital Inc. (collectively, the "Agents") to undertake a best efforts
private placement financing of subscription receipts ("Subscription Receipts")
at a price to be agreed to by the Company and the Agents (the "Offering Price")
for gross proceeds of up to $25,000,000 (the "Offering"). The Company has also
granted the Agents an option (the "Option"), exercisable at any time up to two
days prior to the closing of the Offering, to place additional Subscription
Receipts at the Offering Price for additional gross proceeds to the Company of
up to $5,000,000, for a total offering size of up to $30,000,000. 


Each Subscription Receipt will be convertible for no additional consideration
into one common share of the Company (a "Common Share") and one-half of one
Common Share purchase warrant upon completion of the previously announced
acquisition of Cerda Capital Corporation (the "Cerda Acquisition"). Each whole
warrant will entitle the holder thereof to purchase one Common Share at a price
per Common Share to be agreed to by the Company and the Agents for a period of
180 days following the closing of the Offering. If after 180 days following the
closing of the Offering there remain outstanding Warrants, the respective
holders will be entitled to purchase one Common Share at a price per Common
Share to be agreed to by the Company and the Agents for an additional 180 days.


The closing of the Offering is expected to occur on or about June 22, 2011 and
is subject to all necessary regulatory approvals. 


The proceeds from the Offering will be used for the purchase consideration
payable by the Company in connection with the Cerda Acquisition and the
acquisition of Basin Petroleum Limited (See May 10, 2011 News Release) and for
ongoing capital expenditures across the Company's core asset base in Montana and
North Dakota and for general corporate purposes. 


On the closing date of the Offering, the gross proceeds from the Offering will
be delivered to and held by a licensed Canadian trust company or other escrow
agent pending completion of the Cerda Acquisition. 


The proceeds of the Offering will be released to the Company provided that the
Cerda Acquisition is completed on or before July 15, 2011 (and provided further
that a sufficient amount of the proceeds shall be released to the Company's
legal counsel in trust in order to allow the Company to complete the Cerda
Acquisition). If the Cerda Acquisition is not completed on or before July 15,
2011, the holders of Subscription Receipts will receive a cash payment equal to
the Offering Price multiplied by the number of Subscription Receipts held,
together with the earned interest thereon. 


Securities issued under the Offering will be subject to a four month hold period
beginning upon their issuance.


ENTERPRISE ENERGY RESOURCES LTD. 

Geoff Carrington, President & CEO

This press release does not constitute an offer to purchase securities. The
securities to be offered in the offering have not been and will not be
registered under the United States Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United States or to,
or for the benefit or account of, a U.S. person, except pursuant to an available
exemption from such registration requirements.


Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, the information
presented constitutes "forward looking statements". Such forward-looking
statements, including but not limited to those with respect to the closing of
the Cerda Acquisition, the closing of the acquisition of Basin Petroleum Limited
and the proposed financing, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company, Cerda Capital
Corporation or Basin Petroleum Limited to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Although the Company has attempted to identify
important factors that could cause actual results to differ materially, there
may be other factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements.


Shares Outstanding: 21,706,782

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