Pine Cliff and Geomark Announce Execution of Arrangement Agreement

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


Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) and Geomark Exploration
Ltd. ("Geomark") (TSX VENTURE:GME) are pleased to jointly announce that they
have entered into an arrangement agreement (the "Arrangement Agreement") whereby
Pine Cliff and Geomark will combine their operations. 


Under the terms of the Arrangement Agreement, subject to certain conditions,
Pine Cliff will acquire all of the issued and outstanding common shares of
Geomark (the "Geomark Shares") on the basis of 1.5 common shares of Pine Cliff
(the "Pine Cliff Shares") issued to shareholders of Geomark for each outstanding
Geomark Share (the "Transaction"). Based on the 30-day average closing price of
the Pine Cliff Shares ended September 5, 2012 of $0.67, the exchange ratio for
the Geomark Shares represents a deemed price of $1.01 per Geomark Share,
representing a 28 percent premium to the 30-day average closing price of $0.79
for the Geomark Shares on September 5, 2012. Upon successful completion of the
Transaction, it is anticipated that there will be approximately 145.7 million
shares outstanding, of which current Geomark shareholders will collectively own
approximately 56 percent of the combined entity and Pine Cliff shareholders will
collectively own approximately 44 percent.


It is presently expected that, in connection with the Transaction, Pine Cliff
will undergo a change of name and that the combined entity will carry on
business under such name upon completion of the Transaction.


About the Combined Entity

The management team of the combined entity will consist of George Fink as
Executive Chairman, Phil Hodge as Chief Executive Officer, and Robb Thompson as
Chief Financial Officer and Secretary. The board of directors of the combined
entity following the completion of the Transaction will be comprised of Phil
Hodge and Randy Jarock from Pine Cliff and Gary Drummond, George Fink, Carl
Jonsson and F. William Woodward, each of whom are currently directors of each of
Pine Cliff and Geomark. 


Key highlights of the combined entity are as follows:



--  A strong balance sheet with no debt, approximately $22 million of cash
    and cash equivalents and approximately $9 million of liquid securities; 
--  Current production of approximately 1,100 barrels of oil equivalent per
    day (primarily natural gas); 
--  General and administrative expense savings; and 
--  The ability to continue ongoing development of its existing commodity
    assets and provide increased financial flexibility to acquire additional
    assets.



Transaction Terms and Conditions

The Transaction is expected to be completed by way of a Plan of Arrangement
under the Business Corporations Act (Alberta). Completion of the Transaction,
which is anticipated to occur in October 2012, is subject to, among other
things: the approval of both 66 2/3 percent of the Geomark shareholders, and
also a majority of the Geomark shareholders (excluding all of the directors and
officers of Geomark) voting on the Transaction; the approval of both a majority
of Pine Cliff shareholders, and also a majority of the Pine Cliff shareholders
(excluding certain directors and officers of Pine Cliff) voting on the issuance
of the Pine Cliff Shares pursuant to the Transaction; the approval of the Court
of Queen's Bench of Alberta; the receipt of all necessary regulatory and stock
exchange approvals, including that of the TSX Venture Exchange; and certain
other closing conditions that are customary for a transaction of this nature.


The Arrangement Agreement contemplates that Pine Cliff and Geomark will each
hold a special meeting of its respective shareholders in October 2012 to permit
their shareholders to vote on the Transaction (the "Pine Cliff Meeting" and the
"Geomark Meeting", respectively) as set forth above. It is anticipated that a
joint management information circular in respect of the Pine Cliff Meeting and
the Geomark Meeting will be mailed to Pine Cliff and Geomark shareholders later
this month.


Based upon the recommendation of Pine Cliff's and Geomark's respective special
committees which were appointed to review the Transaction, and further analysis
by the board of directors of each of Pine Cliff and Geomark, each board of
directors has determined that the Transaction is in the best interests of their
respective companies, and have resolved to recommend that their respective
shareholders vote in favour of the Transaction. Certain Geomark shareholders,
including a principal holder of Geomark Shares and directors and officers of
Geomark, holding, in aggregate, approximately 25 percent of the outstanding
Geomark Shares, have entered into support agreements to vote in favour of the
Transaction. Certain Pine Cliff shareholders, including directors and officers
of Pine Cliff, holding, in aggregate, approximately 39 percent of the
outstanding Pine Cliff Shares, have also entered into support agreements to vote
in favour of the Transaction. Directors and officers of Pine Cliff and Geomark
hold, in aggregate, approximately 39 percent of the issued and outstanding Pine
Cliff Shares and 14 percent of the issued and outstanding Geomark Shares.
Subsequent to the closing of the Transaction, the directors and officers of the
combined entity will hold, in aggregate, approximately 25 percent of the issued
and outstanding shares of the combined entity. 


Pine Cliff and Geomark each have agreed that they will not solicit or initiate
discussions regarding any other business combination or sale of material assets
and have each granted the other party the right to match any superior proposals.
The Transaction provides for a non-completion fee of $1.5 million payable by
Pine Cliff in certain circumstances if the Transaction is not completed and a
non-completion fee of $3 million payable by Geomark in certain circumstances if
the Transaction is not completed.


Complete details of the terms of the Transaction are set out in the Arrangement
Agreement, which will be filed by Pine Cliff and Geomark on SEDAR and will be
available for viewing under each of Pine Cliff's and Geomark's profiles at
www.sedar.com.


Financial Advisors

AltaCorp Capital Inc. is acting as exclusive financial advisor to Geomark with
respect to the Transaction and has provided Geomark with a verbal opinion that,
subject to its review of the final form of the documents effecting the
Transaction, the consideration to be received by the Geomark shareholders
pursuant to the Transaction is fair, from a financial point of view, to the
Geomark shareholders.


Further information relating to Pine Cliff may be found on www.sedar.com as well
as on Pine Cliff's website at www.pinecliffenergy.com.


Further information relating to Geomark may be found on www.sedar.com as well as
on Geomark's website at www.geomark.ca.


Cautionary Statements

This news release contains certain statements or disclosures relating to Pine
Cliff and Geomark that are based on the expectations of Pine Cliff and Geomark
as well as assumptions made by and information currently available to Pine Cliff
and Geomark which may constitute forward-looking information under applicable
securities laws. All such statements and disclosures, other than those of
historical fact, which address activities, events, outcomes, results or
developments that Pine Cliff and Geomark anticipate or expect may, or will occur
in the future (in whole or in part), including the successful completion of the
Transaction and the timing thereof, the proposed name change of Pine Cliff, the
anticipated assets and liabilities of the combined entity, anticipated
production, the anticipated benefits of the Transaction, the timing of the Pine
Cliff Meeting and the Geomark Meeting, the number of Pine Cliff Shares to be
issued pursuant to the Transaction and the constitution of the board of
directors and management of the combined entity should be considered
forward-looking information. In some cases, forward-looking information can be
identified by terms such as "forecast", "future", "may", "will", "expect",
"anticipate", "believe", "potential", "enable", "plan", "continue",
"contemplate", "intend", or other comparable terminology. Readers are cautioned
that there is no assurance that the matters referenced herein will proceed as
set forth herein or at all. Many factors could cause the performance or
achievement by Pine Cliff and Geomark to be materially different from any future
results, performance or achievements that may be expressed or implied by such
forward-looking statements. These factors include changes to the structure of
the combined entity, changes to the assets and liabilities of the combined
entity following the Transaction, failure to obtain necessary shareholder,
regulatory, stock exchange and other third party consents and approvals, and the
failure to achieve the anticipated benefits of the Transaction. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. Neither Pine Cliff nor Geomark are under
any duty to update any of the forward-looking statements after the date of this
news release or to conform such statements to actual results or to changes in
Pine Cliff's or Geomark's expectations and each of Pine Cliff and Geomark
disclaim any intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or results or
otherwise, other than as required by applicable securities laws.


This news release contains the term barrels of oil equivalent ("boe") which has
been calculated on the basis of six thousand cubic feet of gas to one barrel of
oil. This conversion ratio is based on energy equivalence primarily at the
burner tip and does not represent a value equivalency at the wellhead. The term
boe may be misleading, particularly if used in isolation.