Eagle Rock Exploration Announces Written Consent of Shareholders, Appointment of New Board of Directors and Management Team and

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


Eagle Rock Exploration Ltd. ("Eagle Rock") (TSX VENTURE:ERX) is pleased to
announce that it has received the written consent of a majority of its
shareholders to its previously announced $14.6 million non-brokered unit and
common share private placements.


Eagle Rock also announces that the previously announced change of directors and
officers of Eagle Rock has been completed. The board of directors of Eagle Rock
is now comprised of Neil Roszell, Scott Saxberg, Paul Colborne, Ray Mack and
Kevin Olson. The senior officers of Eagle Rock are now comprised of Neil Roszell
as President and Chief Executive Officer, Jerry Sapieha as Vice-President,
Finance and Chief Financial Officer, Bruce Robertson as Executive Vice
President, and Paul Mitchell as Vice President, Exploration.


Eagle Rock also announces that it has closed the first tranche of its
non-brokered unit private placement (the "Unit Private Placement"). Pursuant to
the Unit Private Placement, the Corporation issued 230 million units (the
"Units") at a price of $0.045 per Unit for gross proceeds of $10.4 million. Each
Unit is comprised of one common share ("Common Share") and one performance
warrant ("Warrant") entitling the holder to purchase one Common Share at a price
of $0.06 per Common Share for a period of five years from the date of issuance.
The Warrants will vest and become exercisable as to one-third upon the TSX
Venture Exchange (the "TSXV") 20 day weighted average trading price of the
Common Shares (the "market price") equalling or exceeding $0.08 per share, an
additional one-third upon the market price equalling or exceeding $0.10 per
share and a final one-third upon the market price equalling or exceeding $0.12
per share. 


Securities purchased by insiders pursuant to the Unit Private Placement will be
subject to an thirty-six month escrow under TSXV policies, unless Eagle Rock
qualifies as a Tier 1 Issuer, then such securities will be subject to an
eighteen month escrow under TSXV policies. All securities issued under the Unit
Private Placement will be subject to a four-month hold period from the date of
issuance, in accordance with TSXV policies and applicable securities laws.


The proceeds of the Unit Private Placement will be applied to the reduction of
bank debt and other debt of Eagle Rock. 


Note Regarding Forward Looking Statements

This document contains forward-looking statements. More particularly, this
document contains statements concerning the use of proceeds of the Unit Private
Placement.


The forward-looking statements are based on certain key expectations and
assumptions made by Eagle Rock, including expectations and assumptions
concerning timing of receipt of required regulatory approvals and third party
consents and the satisfaction of other conditions to the completion of the
remaining portion of the Private Placement.


Although Eagle Rock believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not
be placed on the forward-looking statements because Eagle Rock can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, risks that required regulatory and third party approvals and
consents are not obtained on terms satisfactory to the parties, the board of
directors of Eagle Rock determines that it would be in the best interests of
Eagle Rock to deploy the proceeds for some other purpose and risks that other
conditions to the completion of the Unit Private Placement are not satisfied on
anticipated timelines or at all.


The forward-looking statements contained in this press release are made as of
the date hereof and Eagle Rock 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.