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RXP.B Redcliffe Exploration

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Delayed by 15 minutes
Share Name Share Symbol Market Type
Redcliffe Exploration TSXV:RXP.B TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Redcliffe Exploration Inc. Announces Bought Deal Flow-Through Private Placement Financing

30/11/2009 1:07pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF UNITED STATES SECURITIES LAW.


Redcliffe Exploration Inc. (TSX VENTURE:RXP.A) (TSX VENTURE:RXP.B) ("Redcliffe"
or the "Company") is pleased to announce it has entered into an agreement with
FirstEnergy Capital Corp. (the "Underwriter") to complete a private placement,
on a "bought deal" basis, for gross proceeds of $3,034,000 (the "Offering").


The Offering will consist of 8,200,000 Class A shares, issued on a
"flow-through" basis at $0.37 per share for gross proceeds of $3,034,000
pursuant to certain exemptions from prospectus requirements.


Gross proceeds from the Offering will be used to fund ongoing exploration
activities eligible for Canadian Exploration Expenses which will be renounced in
favor of the subscribers of the flow-through shares effective on or before
December 31, 2009.


The private placement is expected to close on or about December 17, 2009, and is
subject to certain customary conditions including, but not limited to, receipt
of all necessary regulatory approvals, including the approval of the TSX Venture
Exchange.


This news release shall not constitute an offer to sell or the solicitation of
any offer to buy securities in any jurisdiction. The flow-through shares have
not been nor will be registered under the United States Securities Act of 1933,
as amended and they may not be offered or sold in the United States absent
registration or an exemption from registration.


Redcliffe is a Calgary based junior oil and natural gas company with operations
in northwestern and central areas of Alberta.


Forward Looking Statements - Certain information regarding Redcliffe Exploration
Inc. set forth in this document, including expectations regarding the timing and
occurrence of closing of the private placement and the renunciation of the
flow-through expenditures, completion of the definitive documentation, and the
expected use of the proceeds from the private placement are forward-looking
statements that are based on certain key expectations and assumptions made by
Redcliffe Exploration Inc. that involve substantial known and unknown risks and
uncertainties. These forward-looking statements are subject to numerous risks
and uncertainties, certain of which are beyond Redcliffe Exploration Inc.'s
control, including the receipt of third party approvals, the impact of general
economic conditions, industry conditions, volatility of commodity prices,
currency fluctuations, imprecision of reserve estimates, environmental risks,
competition from other producers, the lack of availability of qualified
personnel or management, stock market volatility and ability to access
sufficient capital from internal and external sources. Redcliffe Exploration
Inc.'s actual results, performance or achievement could differ materially from
those expressed in, or implied by, these forward-looking statements and,
accordingly, no assurance 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 Redcliffe Exploration Inc. will derive therefrom. The
forward-looking statements and information contained in this press release are
made as of the date hereof and Redcliffe Exploration Inc. undertakes no
obligation to update publicly or revise any forward-looking statements or
information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.


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