BIR Birchcliff Energy Ltd

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 Prospectus containing
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: 
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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