Southern Pacific Makes Strategic Acquisition and Announces Bought Deal Financing: Company to Acquire Producing SAGD Oil Assets

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UNITED STATES


Southern Pacific Resource Corp. ("Southern Pacific" or the "Corporation") (TSX
VENTURE:STP) is pleased to announce it has signed an agreement with a public oil
and gas company to acquire producing heavy oil interests currently averaging
5,000 barrels per day ("bbl/d") for a net purchase price of approximately $90
million (the "Acquisition").


The Acquisition will dramatically alter Southern Pacific by adding facilities,
operations, relevant experience and significant cash flow to pursue the
Corporation's STP-McKay oil sands project and other prospects in the Athabasca
oil sands. The acquired assets, located in southwest Saskatchewan, provide
immediate heavy oil production from a project that uses steam assisted gravity
drainage ("SAGD") as the method of recovery. The acquired operations and
technical expertise will directly complement the Corporation's STP-McKay
project, which has been designed to recover 12,000 bbl/d (9,600 bbl/d net to the
Corporation at an average 80% working interest) of bitumen using similar SAGD
technology.


The acquired assets have produced more than 13 million barrels of heavy oil
using SAGD technology over the past 12 years and the Corporation expects a
remaining projected life of approximately 15 years. Production since June 1,
2009 has averaged 5,000 bbl/d with current production over 6,000 bbl/d. Southern
Pacific expects to continue the development of the acquired assets by drilling
additional SAGD well pairs throughout the remaining project life.


The net purchase price of approximately $90 million, after closing adjustments,
is comprised of a total acquisition price of $110 million less approximately $20
million of working capital expected at closing. The Acquisition includes a 100%
working interest in a producing SAGD project, subject to certain royalties.
Southern Pacific will be the operator of the SAGD project and, in addition to
production and cash flow, will acquire technical information gathered from the
historical development and production of these assets. This technical data,
along with the up to 21 experienced field operations staff that are expected to
join Southern Pacific as part of the Acquisition, will be invaluable as Southern
Pacific moves the STP-McKay SAGD Project through development, construction and
to production over the next two years.


The transaction is expected to close on or about November 2, 2009 with an
effective date of June 1, 2009. The closing of the Acquisition is subject to
certain conditions and the receipt of all required regulatory approvals,
including the approval of the TSX Venture Exchange (the "TSXV").


ACQUIRED RESERVES

The following table sets forth selected information presented in the report of
McDaniel & Associates Consultants Ltd. effective as of December 31, 2008,
relating to the assets to be purchased pursuant to the Acquisition (the
"McDaniel Report"). Management of the Corporation has projected that the
Acquisition will be accretive to Southern Pacific on a per share basis on all
key metrics. The Corporation notes that in the first half of 2009, after this
report was prepared, about 50% of the Proven Undeveloped reserves were developed
and are now producing.




ESTIMATED SHARE OF REMAINING RESERVES AS OF DECEMBER 31, 2008 BASED ON JULY
2nd, 2009 STRIP PRICES AND CONSTANT COSTS

--------------------------------------------------------------------------
      Reserves Category                 Gross(1)              Net(2)
--------------------------------------------------------------------------
                                   Heavy     Natural     Heavy     Natural
                                     Oil         Gas       Oil         Gas
                                   (MBbl)      (MMcf)    (MBbl)      (MMcf)
                              --------------------------------------------
Proved Developed Producing         972.2        14.7     785.0        14.0
--------------------------------------------------------------------------
Proved Developed Non-Producing         -           -         -           -
--------------------------------------------------------------------------
Proved Undeveloped                4848.2           -    3920.0           -
--------------------------------------------------------------------------
                      TOTAL 1P    5820.4        14.7    4705.0        14.0
--------------------------------------------------------------------------
Probable Reserves                 3291.6         7.4    2574.4         7.0
--------------------------------------------------------------------------
                      TOTAL 2P    9112.0        22.0    7279.4        20.9
--------------------------------------------------------------------------
Possible Reserves                 6519.3         6.3    5127.4         6.0
--------------------------------------------------------------------------
                      TOTAL 3P  15,631.2        28.3  12,406.8        26.9
--------------------------------------------------------------------------

(1) Gross reserves include the working interest reserves before deductions
of royalties payable to others.
(2) Net reserves include gross reserves after royalties payable to others
plus royalty interest resources.


ESTIMATED SHARE OF NET PRESENT VALUES BEFORE INCOME TAXES AS OF DECEMBER 31,
2008, BASED ON JULY 2nd, 2009 STRIP PRICES AND CONSTANT COSTS(1)(2)(3)(4)

                       ----------------------------------------------------
                        Cdn $M Before Tax Net Present Value Discounted At
---------------------------------------------------------------------------
   Reserves Category             0%        5%       10%       15%        20%
---------------------------------------------------------------------------
Proved Developed
 Producing                27,237.7  25,991.1  24,840.8  23,786.3   22,821.8
---------------------------------------------------------------------------
Proved Developed
 Non-Producing            (1,100.0)   (896.2)   (739.0)   (616.0)    (518.6)
---------------------------------------------------------------------------
Proved Undeveloped       136,989.7 120,209.5 106,562.6  95,319.1   85,946.2
---------------------------------------------------------------------------
           Total Proved  163,127.4 145,304.4 130,664.4 118,489.4  108,249.4
---------------------------------------------------------------------------
Total Probable           109,091.7  90,796.2  76,751.3  65,789.4   57,104.4
---------------------------------------------------------------------------
           Total Proved
             + Probable  272,219.2 236,100.5 207,415.8 184,278.8  165,353.8
---------------------------------------------------------------------------
Total Possible           209,493.7 155,646.1 118,979.4  93,338.6   74,965.6
---------------------------------------------------------------------------
           Total Proved
             + Probable
             + Possible  481,712.8 391,746.5 326,395.1 277,617.4  240,319.4
---------------------------------------------------------------------------

(1) Based on strip prices as of July 2nd, 2009 for 2009, 2010 and 2011; held
constant at 2011 prices for future years. Strip price as follows
(WTI $US/bbl): 2009 - $70.69, 2010 - $74.69, 2011 - $77.83
(2) Interest expenses and corporate overhead, etc. were not included.
(3) The net present values may not necessarily represent the fair market
value of the resources.
(4)Possible Reserves are those additional reserves that are less certain to
be recovered than Probable Reserves. There is a 10% probability that the
quantities actually recovered will be equal to or exceed the sum of Proved
plus Probable plus Possible Reserves.



ACQUISITION FINANCING

Southern Pacific will finance the Acquisition through a combination of the net
proceeds of a $50 million bought-deal equity financing, funds available under a
new $45 million operating line of credit, and the Corporation's existing working
capital.


Southern Pacific has agreed to sell, on a bought-deal private placement basis,
100 million Subscription Receipts to be issued at a price of $0.50 per
Subscription Receipt, to a syndicate of underwriters led by BMO Capital Markets
and including Canaccord Capital Corporation, Raymond James Ltd. and Byron
Capital Markets, for gross proceeds of $50 million. Each Subscription Receipt
shall represent the right to acquire one common share in the capital of the
Corporation upon exercise, without additional consideration, upon the closing of
the Acquisition. Closing of the Subscription Receipts financing is expected to
occur on or about October 23, 2009, subject to customary conditions and
regulatory approvals, including the approval of the TSXV.


In conjunction with the Acquisition, BMO Capital Markets has conditionally
approved a new $45 million credit facility for Southern Pacific. The credit
facility will be secured by the Corporation's reserves and features an
attractive floating interest rate.


OUTLOOK

The Corporation submitted the application for its STP-McKay project to Alberta's
Energy Resources Conservation Board in May 2009 and expects to receive approval
in 2010. Due to the material production, reserves, cash flow, experience and
technical information being acquired with the Acquisition, Southern Pacific
expects to be well positioned to pursue its STP-McKay project in an expeditious
manner. Including STP-McKay, Southern Pacific has a total of 172,160 acres of
oil sands leases (144,128 net). The Corporation is also planning at least one
winter core-hole program on its undeveloped oil sands leases for the upcoming
winter. This program will be funded entirely from the cash flow generated
through the Acquisition.


Readers' Advisory

Barrel of Oil Equivalent: Where amounts are expressed on a barrel of oil
equivalent ("boe") basis, natural gas volumes have been converted to boe at a
ratio of 6,000 cubic feet of natural gas to one barrel of oil equivalent. This
conversion ratio is based upon an energy equivalent conversion method primarily
applicable at the burner tip and does not represent value equivalence at the
wellhead. Boe figures may be misleading, particularly if used in isolation.


Safe Harbour

This news release contains certain "forward-looking information" within the
meaning of such statements under applicable securities law including estimates
as to: future production, operations, operating costs, commodity prices,
administrative costs, commodity price risk management activity, acquisitions and
dispositions, capital spending, access to credit facilities, income and oil
taxes, regulatory changes, other components of cash flow and earnings,
anticipated discovery of commercial volumes of bitumen, the timeline for the
achievement of anticipated exploration, anticipated results from any current or
projected drilling program and, subject to regulatory approval and commercial
factors, the commencement or approval of any SAGD project.


Forward-looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or statements that
certain events or conditions "may" or "will" occur. These statements are only
predictions. Forward-looking information is based on the opinions and estimates
of management at the date the statements are made, and are subject to a variety
of risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. These factors include, but are not limited to, the completion of the
transactions contemplated by the Acquisition, the equity financing and the
credit facility, the inherent risks involved in the exploration and development
of conventional oil and gas properties, of oil sands properties and the assets
to be acquired pursuant to the Acquisition, difficulties or delays in start-up
and continuing operations, the uncertainties involved in interpreting drilling
results and other geological data, fluctuating oil prices, the possibility of
unanticipated costs and expenses, uncertainties relating to the availability and
costs of financing needed in the future and other factors including unforeseen
delays. As an oil sands enterprise in the development stage, with some
conventional production Southern Pacific faces risks including those associated
with exploration, development, start-up, approvals and the continuing ability to
access sufficient capital from external sources if required. Actual timelines
associated may vary from those anticipated in this news release and such
variations may be material. Industry related risks could include, but are not
limited to, operational risks in exploration, development and production, delays
or changes in plans, risks associated to the uncertainty of reserve estimates
including those relating to the Acquisition, health and safety risks and the
uncertainty of estimates and projections of production, costs and expenses. For
a description of the risks and uncertainties facing Southern Pacific and its
business and affairs, readers should refer to Southern Pacific's most recent
Annual Information Form. Southern Pacific undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change, unless required by law.


The reader is cautioned not to place undue reliance on this forward-looking
information.


The securities offered have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or applicable exemption from the registration
requirement. This media release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there by any sale of the securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful.