Pine Cliff and Geomark Announce Execution of Expression of Interest

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


Pine Cliff Energy Ltd. ("Pine Cliff") (www.pinecliffenergy.com) (TSX
VENTURE:PNE) and Geomark Exploration Ltd. ("Geomark") (www.geomark.ca) (TSX
VENTURE:GME) are pleased to announce that they have entered into a non-binding
expression of interest (the "Expression of Interest") for the mutual review and
consideration of the feasibility of completing a possible business combination
transaction involving Pine Cliff and Geomark (the "Proposed Transaction"). 


In connection with the Expression of Interest and the Proposed Transaction,
Rodger A. Tourigny has been appointed as a director of Geomark. Mr. Tourigny is
a chartered accountant and has approximately 40 years of experience in the
resource industry serving in various management positions and sitting on the
board of directors for multiple public and private companies.


The board of directors of Geomark has concurrently appointed Mr. Tourigny as the
Special Committee of the board of directors of Geomark to review and evaluate
the Expression of Interest and the Proposed Transaction. The board of directors
of Pine Cliff has appointed Philip B. Hodge and Randy M. Jarock as the Special
Committee of the board of directors of Pine Cliff to review and evaluate the
Expression of Interest and the Proposed Transaction. In connection with the
Proposed Transaction, Pine Cliff and Geomark have entered into a confidentiality
agreement establishing certain terms and conditions upon which information will
be disclosed between the parties.


Based on preliminary discussions, it is presently anticipated that the combined
entity resulting from the Proposed Transaction will have no debt, approximately
$22 million of cash and cash equivalents, approximately $9 million of liquid
securities, current production of approximately 1,100 barrels of oil equivalent
per day (primarily natural gas), and other oil and gas and mineral assets. The
Proposed Transaction will allow the combined entity to continue its ongoing
development of existing commodity assets, provide the ability to acquire
additional assets and reduce existing operating and administrative expenses.


The Expression of Interest is subject to a number of conditions, including, but
not limited to, completion of due diligence investigations, the negotiation and
execution of a definitive agreement and board and special committee approvals
being obtained. In addition, the parties have not yet determined a definitive
exchange ratio. In the event that a definitive agreement is reached between the
parties, it is expected to be subject to a number of conditions, including,
without limitation, the receipt of all necessary shareholder, regulatory, stock
exchange and other third party consents and approvals. There can be no assurance
that a definitive agreement will be reached between the parties or that the
Proposed Transaction will be completed as presently proposed or at all.


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 Proposed Transaction, the
anticipated assets and liabilities of the combined entity, anticipated
production and the anticipated benefits of the Proposed Transaction, 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 the failure to negotiate
and execute a definitive agreement with respect to the Proposed Transaction,
changes to the structure of the combined entity, changes to the assets and
liabilities of the combined entity following the Proposed 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 Proposed 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.