CALGARY, Sept. 2 /CNW/ - Eagle Rock Exploration Ltd ("Eagle Rock" - TSXV: ERX) announces that it has accepted a non-binding offer to purchase from an arm's length party, certain petroleum and natural gas rights and associated wells and facilities in the Red Coulee area of southern Alberta and the Beverley area of south west Saskatchewan. The proposed transaction represents 310 bbls/d (July 2009 average production) of crude oil production and 18,000 acres (net) of leases (primarily Crown). The purchase price is approximately $21 million, subject to normal industry closing adjustments.

The transaction is subject to the completion of due diligence, negotiating a formal purchase and sale agreement and obtaining the necessary third party consents, governmental and regulatory approvals. The transaction will be considered a "reviewable" transaction under the policies of the TSX Venture Exchange ("Exchange"), requiring the approval of the shareholders of Eagle Rock, such approval being acceptable to the Exchange if obtained by the written consent of a majority of shareholders.

The parties expect to complete the due diligence by September 8, 2009. The purchase and sale is expected to close October 15, 2009 with an effective date of September 1, 2009.

National Bank Financial acted as financial advisor to Eagle Rock for this transaction and is expected to continue to assist Eagle Rock in exploring strategic relationships and restructuring alternatives.

Should the transaction proceed as expected, Eagle Rock will retain production of approximately 135 boe/d (80% crude oil and 20% natural gas) from the Coutts, Spring Coulee and Enchant areas of southern Alberta. Eagle Rock reported net debt of $20.3 million as at June 30, 2009 which was reduced by $1.2 million as a result of an August 2009 property sale. Should the transaction announced today close, Eagle Rock will have a positive working capital surplus of approximately $1.5 million.

About Eagle Rock Exploration Ltd.

Eagle Rock is a publicly traded energy company involved in the exploration and development of low to medium risk oil and gas properties in Western Canada. Eagle Rock's common shares trade on the TSX Venture Exchange under the symbol "ERX".

Reader Advisory

Certain information set forth in this news release contains forward-looking statements. More particularly, this news release contains statements concerning drilling plans and the purchase and sale of additional interests in Eagle Rock's assets. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Eagle Rock's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Eagle Rock's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so what benefits Eagle Rock will derive therefrom. Eagle Rock disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities laws.

This news release shall not constitute an offer to sell or the solicitation of any offer to buy securities in any jurisdiction.

In this news release the calculation of barrels of oil equivalent (boe) is calculated at a conversion rate of six thousand cubic feet (Mcf) of natural gas for one barrel (Bbl) of oil based on an energy equivalency conversion method. boes may be misleading particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1Bbl is based on an energy equivalency conversion method primarily applicable to the burner tip and does not represent a value equivalency at the wellhead.

Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

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