Redcliffe Announces Q1 2010 Financial Results

THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS.

Redcliffe Exploration Inc. (TSX VENTURE:RXP.A) (TSX VENTURE:RXP.B) ("Redcliffe"
or the "Company") is pleased to announce that it has filed its unaudited interim
consolidated financial statements and related Management's Discussion and
Analysis as of and for the three months ended March 31, 2010 with Canadian
securities regulatory authorities. These filings are available for review at
www.sedar.com.


Highlights

On May 9, 2010, the Company entered into an agreement with Paramount Resources
Ltd. ("Paramount") and 1534586 Alberta Ltd. ("1534586"), a wholly owned indirect
subsidiary of Paramount, pursuant to which 1534586 will amalgamate with
Redcliffe under the Business Corporations Act (Alberta) (the "Amalgamation"),
and Redcliffe shareholders, other than Paramount and its affiliates, will
receive cash consideration of $0.42 per Redcliffe Class A share. In connection
with the Amalgamation, each one (1) Class B share of Redcliffe will be
converted, in accordance with the terms of the Class B shares, into ten (10)
Class A shares prior to the record date for the shareholders' meeting to be
called to approve the Amalgamation, following which the Class B shares will be
cancelled and delisted from the TSX Venture Exchange. The Amalgamation is
subject to regulatory approval and the approval of Redcliffe's shareholders. In
the event the transaction does not proceed, under certain circumstances,
Redcliffe has agreed to pay a non-completion fee of $2.75 million to Paramount.
The transaction is expected to close on or about June 29, 2010.




                                     Three months ended  Three months ended 
Financial                                March 31, 2010      March 31, 2009 
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($ thousands, except per share                                              
 amounts)                                                                   
                                                                            
Petroleum and natural gas sales                   3,281               4,715 
Funds from operations (1)                         1,294               1,888 
  Per basic and diluted share                      0.01                0.02 
Cash provided by operating                                                  
 activities                                       2,223               1,259 
  Per basic and diluted share                      0.02                0.01 
Net loss                                          1,592               1,268 
  Per basic and diluted share                      0.01                0.01 
Capital expenditures                              5,196               1,956 
Weighted-average shares (thousands)                                         
  Basic and diluted                             133,446              90,982 
                                                                            
Capital Structure                        March 31, 2010   December 31, 2009 
----------------------------------------------------------------------------
($ thousands, except share amounts)                                         
Working capital deficiency (2)                    4,003               1,798 
Bank debt                                         6,285               4,588 
Net debt (3)                                     10,288               6,386 
Total assets                                     64,538              62,283 
Shares outstanding (thousands)                                              
  Class A                                       118,508             118,508 
  Class B                                         1,494               1,494 
                                                                            
                                     Three months ended  Three months ended 
Operations                               March 31, 2010      March 31, 2009 
----------------------------------------------------------------------------
                                                                            
Daily production                                                            
  Crude oil and condensate (bbl/d)                  173                 223 
  Natural gas liquids (bbl/d)                       101                 182 
  Natural gas (mcf/d)                             3,478               5,352 
  Oil equivalent (boe/d @ 6:1)                      854               1,297 
  Per million diluted shares                        6.4                14.3 
Average prices (4)                                                         
  Crude oil and condensate ($/bbl)                79.62               48.13 
  Natural gas liquids ($/bbl)                     38.56               25.55 
  Natural gas ($/mcf)                              5.40                6.65 
  Oil equivalent ($/boe)                          42.69               40.38 
Netback                                                                     
  Operating netback ($/boe) (5)                   23.15               19.69 
  Realized gain on financial                                                
   derivatives ($/boe)                                -                1.53 
  General and administrative ($/boe)              (5.58)              (4.17)
  Interest ($/boe)                                (0.71)              (0.87)
  Funds from operations ($/boe)                   16.86               16.18 
Drilling activity                                                           
  Gross wells                                      3.00                1.00 
  Net wells                                        1.70                0.20 
  Success rate, net wells                           100%                100%
                                                                            
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(1) Funds from operations is calculated as cash provided by operating       
activities and adding changes in non-cash working capital and asset         
retirement expenditures, if any. Funds from operations per share is         
calculated using the basic and diluted weighted-average number of shares    
for the period as per the net loss per share calculation. Funds from        
operations and funds from operations per share are used to analyze the      
Company's operating performance and leverage. Funds from operations and     
funds from operations per share do not have standardized measures           
prescribed by GAAP and, therefore, may not be comparable with calculations  
of similar measures for other companies.                                    
(2) Working capital deficiency includes only accounts receivable, prepaid   
expenses and deposits, and accounts payable and accrued liabilities.        
(3) Net debt represents the sum of working capital deficiency and bank      
debt.                                                                       
(4) Average prices are before the deduction of transportation costs; oil    
equivalent includes sulphur sales.                                          
(5) Operating netback equals petroleum and natural gas sales less           
royalties, operating expenses and transportation costs, calculated on a boe 
basis. Operating netback does not have a standardized measure prescribed by 
GAAP and therefore may not be comparable with the calculation of similar    
measures for other companies.                                               



Reader Advisories

Forward-Looking Statements: This news release contains certain forward-looking
statements, including but not limited to, the Amalgamation, the conversion of
Class B shares and management's assessment of future plans and operations, that
involve substantial known and unknown risks, uncertainties and assumptions,
certain of which are beyond the Company's control. Such risks, uncertainties and
assumptions include, without limitation, those associated with required
regulatory and shareholder approvals and other conditions of the Amalgamation,
and those generally associated with oil and gas exploration, development,
exploitation, production, marketing, processing and transportation, loss of
markets, volatility of commodity prices, currency fluctuations, imprecision of
reserve estimates, environmental risks, competition from other producers,
inability to retain drilling rigs and other services, delays resulting from or
inability to obtain required regulatory approvals and ability to access
sufficient capital from internal and external sources, the impact of general
economic conditions in Canada, the United States and overseas, industry
conditions, changes in laws and regulations (including the adoption of new
environmental laws and regulations) and changes in how they are interpreted and
enforced, increased competition, the lack of availability of qualified personnel
or management, fluctuations in foreign exchange or interest rates, and stock
market volatility and market valuations of companies with respect to announced
transactions and the final valuations thereof. The Company's actual results,
performance or achievements could differ materially from those expressed in, or
implied by, these forward-looking statements and, accordingly, no assurances can
be given that any of the events anticipated by the forward-looking statements
will transpire or occur, or if any of them do so, what benefits that the Company
will derive there from. Readers are cautioned that the foregoing list of factors
is not exhaustive. Additional information on these and other factors that could
affect the Company's operations and financial results are included in reports,
including the Company's annual information form for the financial year ended
December 31, 2009, on file with Canadian securities regulatory authorities and
may be accessed through the SEDAR website (www.sedar.com). All subsequent
forward looking statements, whether written or oral, attributable to the Company
or persons acting on its behalf are expressly qualified in their entirety by
these cautionary statements. Furthermore, the forward-looking statements
contained in this news release are made as at the date of this news release and
the Company does not undertake any obligation to update publicly or to revise
any of the included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required by applicable
securities laws.


BOE may be misleading, particularly if used in isolation. A BOE conversion of 6
Mcf: 1 bbl is based on an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead.