Rock Energy Inc. Announces $10.0 Million Bought Deal Financing

CALGARY, ALBERTA -- (Marketwired - Feb. 3, 2015) - Rock Energy Inc. ("Rock" or the "Company") (TSX:RE) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Dundee Securities Ltd. and including Acumen Capital Finance Partners Limited, AltaCorp Capital Inc., FirstEnergy Capital Corp., Haywood Securities Inc., National Bank Financial Inc., Paradigm Capital Inc. and GMP Securities L.P. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal basis, 4,260,000 common shares of the Company ("Common Shares"), at a price of $2.35 per Common Share for aggregate gross proceeds of $10.0 million (the "Offering"). The Underwriters will have an option to purchase up to an additional 15% of the Common Shares issued under the Offering at a price of $2.35 per Common Share to cover over-allotments, exercisable in whole or in part at any time until 30 days after the closing date of the Offering. The maximum gross proceeds that could be raised under the Offering is approximately $11.5 million should the over-allotment option be exercised in full.

It is anticipated that certain members of the Board and Management of Rock intend to participate in the Offering for approximately 10% of the gross proceeds of the Offering.

The net proceeds from the Offering will be initially used to temporarily reduce indebtedness, partially finance the Company's 2015 capital expenditure program and for general corporate purposes.

The Offering will be completed by way of short form prospectus in certain provinces of Canada, except Québec, and on a private-placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The Offering is subject to normal regulatory approvals and is expected to close on or about February 25, 2015.

Rock is re-affirming its full year 2015 capital program of $25.0 million and anticipated production range of 4,600 - 5,000 boe/d, as announced in the Company's press release dated January 25, 2015. The conservative and prudent capital program combined with the increased financial flexibility achieved with the Offering is expected to continue to allow Rock to remain flexible to react to changing oil prices. For the present time, Rock's leadership team is focused on maximizing our operating netback, managing the balance sheet and continuing to build its inventory of efficient oil focused opportunities.

Rock is a Calgary-based crude oil exploration, development and production company.


Advisory Regarding Forward-Looking Information and Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements or information.

The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by Rock, including the timing of regulatory approvals, prevailing commodity prices and exchange rates; applicable royalty rates and tax laws; future well production rates; reserve and resource volumes; the performance of existing wells; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory and other required approvals. Although Rock believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Rock can give no assurance that they will prove to be correct. There is no certainty that Rock will achieve commercially viable production from its undeveloped lands and prospects.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and natural gas industry in general, such as: operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to reserves, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation of petroleum and natural gas and loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions; ability to access sufficient capital from internal and external sources; stock market volatility; and changes in legislation, including but not limited to tax laws, royalty rates and environmental regulations.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Rock are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). The forward-looking statements and information contained in this press release are made as of the date hereof and Rock undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

The common shares offered under this offering have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to any U.S. person except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable states securities laws. This news release shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

For further information please visit Rock's website at www.rockenergy.ca.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.



Contact

Rock Energy Inc.
Allen J. Bey, President and Chief Executive Officer
403.218.4380

Rock Energy Inc.
Todd Hirtle, Vice President, Finance and Chief Financial Officer
403.218.4380
www.rockenergy.ca