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Message: Written Consent /New Board of Directors/Closing of First Tranche

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Written Consent /New Board of Directors/Closing of First Tranche

posted on Oct 07, 09 10:12AM

October 7, 2009

Eagle Rock Exploration Announces Written Consent of Shareholders, Appointment of New Board of Directors and Management Team and Closing of First Tranche of Private Placement

CALGARY, ALBERTA--(Marketwire - Oct. 7, 2009) -

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.

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