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Press release from Marketwire

Birchcliff Energy Ltd. Announces Terms of $50 Million Preferred Share Offering

Friday, May 31, 2013

Birchcliff Energy Ltd. Announces Terms of $50 Million Preferred Share Offering

08:01 EDT Friday, May 31, 2013

CALGARY, ALBERTA--(Marketwired - May 31, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Birchcliff Energy Ltd. ("Birchcliff" or the "Corporation") (TSX:BIR) is pleased to announce that in connection with its previously announced marketed offering of cumulative redeemable preferred shares, Series C ("Preferred Shares, Series C"), it has entered into an underwriting agreement with a syndicate of underwriters and has filed an amended and restated preliminary short form prospectus (the "Amended Preliminary Prospectus"), which amends and restates the Corporation's preliminary short form prospectus dated May 28, 2013 (the "Preliminary Prospectus").

The underwriting agreement provides for the sale of 2,000,000 Preferred Shares, Series C, with a 7% yield, at a price of $25.00 per Preferred Share, Series C, for gross proceeds of $50,000,000 (the "Offering"). Holders of the Preferred Shares, Series C will be entitled to receive, as and when declared by the Board of Directors, cumulative annual dividends of $1.75 per Preferred Share, Series C, payable quarterly. The Preferred Shares, Series C will not be redeemable by the Corporation prior to June 30, 2018 and will not be redeemable by the holders of the Preferred Shares, Series C prior to June 30, 2020, in accordance with their terms.

The Amended Preliminary Prospectus reflects the updated terms of the Offering and was filed by the Corporation on May 30, 2013 in all provinces of Canada, except Quebec. The Amended Preliminary Prospectus will be available on Birchcliff's website at www.birchcliffenergy.com and on SEDAR at www.sedar.com.

The Offering is being conducted through a syndicate of underwriters co-led by National Bank Financial Inc., Cormark Securities Inc. and GMP Securities L.P., on their own behalf and on behalf of CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd., Peters & Co. Limited, Stifel Nicolaus Canada Inc. and Integral Wealth Securities Limited (collectively, the "Underwriters").

Net proceeds of the Offering will be used to initially reduce indebtedness under the Corporation's revolving credit facilities, which will be subsequently redrawn and applied as needed to fund the Corporation's ongoing exploration and development programs and for general working capital purposes.

The Offering is scheduled to close on or about June 14, 2013 and is subject to certain conditions including, but not limited to, completion of a satisfactory due diligence investigation by the Underwriters and the receipt of all necessary third party and regulatory approvals, including the approval of the Toronto Stock Exchange.

Advisories

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Preferred Shares, Series C in any jurisdiction. The Preferred Shares, Series C offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

A Preliminary Prospectus and an Amended Preliminary Prospectuscontaining important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The Preliminary Prospectus and Amended Preliminary Prospectus are still subject to completion or amendment. Copies of the Preliminary Prospectus and the Amended Preliminary Prospectus, may be obtained from National Bank Financial Inc., Cormark Securities Inc., GMP Securities L.P., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd., Peters & Co. Limited, Stifel Nicolaus Canada Inc. and Integral Wealth Securities Limited. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. Forward Looking Information: This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and is based upon the Corporation's current internal expectations, estimates, projections, assumptions and beliefs. All information other than historical fact is forward-looking information. In particular, this Press Release contains forward-looking information relating to the anticipated use of proceeds of the Offering and the anticipated closing date of the Offering. The anticipated closing date of the Offering assumes that prior to that date, the Corporation will obtain all necessary third party and regulatory approvals and all applicable pre-conditions will be satisfied. The anticipated use of proceeds assumes that the Offering closes as contemplated and the board of directors of the Corporation do not allocate the proceeds of the Offering for alternative purposes.

Undue reliance should not be placed on forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Although the Corporation believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated. Forward-looking information necessarily involves both known and unknown risks. The risk factors that could render assumptions relating to the Offering invalid are primarily events beyond the Corporation's control that preclude the Corporation from satisfying all applicable pre-conditions.

Additional information on these and other risk factors that could affect operations or financial results are included in the Preliminary Prospectus dated May 28, 2013, the Amended Preliminary Prospectus dated May 30, 2013 and the Corporation's most recent Annual Information Form and in other reports filed with Canadian securities regulatory authorities which are available at www.sedar.com. Forward-looking information is based on estimates and opinions of management at the time the information is presented. The Corporation is not under any duty to update the forward-looking information after the date of this Press Release to conform such information to actual results or to changes in the Corporation's plans or expectations, except as otherwise required by applicable securities laws.

Birchcliff is a Calgary, Alberta based intermediate oil and gas company with operations concentrated within its one core area, the Peace River Arch of Alberta. Birchcliff's Common Shares, Cumulative Redeemable Preferred Shares, Series A and Warrants are listed for trading on the Toronto Stock Exchange under the symbols "BIR", "BIR.PR.A" and "BIR.WT", respectively.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Birchcliff Energy Ltd.
Jeff Tonken
President and Chief Executive Officer
(403) 261-6401


Birchcliff Energy Ltd.
Bruno Geremia
Vice-President and Chief Financial Officer
(403) 261-6401


Birchcliff Energy Ltd.
Jim Surbey
Vice-President, Corporate Development
(403) 261-6401
(403) 261-6424 (FAX)
www.birchcliffenergy.com

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