Mr. Robert Murphy reports

ROOSTER ENERGY LTD. ANNOUNCES PROPOSED OFFERING OF US$100 MILLION OF SENIOR SECURED NOTES AND PROVIDES OPERATIONAL UPDATES AND GUIDANCE

Rooster Energy Ltd. intends to commence a private offering to eligible purchasers, subject to market and other conditions, of $100-million (U.S.) in aggregate principal amount of senior secured notes due 2019. The company intends to use the net proceeds from the proposed offering to repay existing indebtedness, finance the cash portion of the acquisition of all of the membership interest of Morrison Well Services LLC, and for general corporate purposes. The company will issue a comprehensive press release with further details regarding the issuance of the notes once pricing of the notes has been determined.

The notes will not be qualified for public distribution under the securities laws of any Canadian jurisdiction and may not be offered or sold in Canada, except pursuant to an exemption from the prospectus requirements of such laws.

The notes will be offered only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the U.S. in reliance on Regulation S under the Securities Act.

Robert P. Murphy, president and chief executive officer, comments that: "We are very excited to announce the proposed note offering. Proceeds from this notes offering, combined with the proposed new credit facility, will enable Rooster to fully execute on its 2014 drilling and recompletion program. Concurrent with the closing of the proposed notes offering, Rooster will consummate the acquisitions of Cochon and Well Services that were approved by a special shareholders vote on May 16, 2014. The acquisition of Cochon along with Well Services creates a vertically integrated 'cradle to grave' oil and gas producer that enables Rooster to continue its strategy of near-infrastructure exploration and development, with the added ability to dismantle the infrastructure in a timely and efficient manner. Well Services, an established leader for well abandonment services in the Gulf, will be a key enabler for Rooster to continue its near-infrastructure strategy while still providing the same safe and efficient plug and abandonment services for existing and new clients in the Gulf of Mexico and beyond."

Operational update

Proposed new credit facility

The company also announced today that it has received a proposal for a new revolving credit facility of up to $25-million (U.S.) from Wells Fargo Bank NA, which will be secured by a first priority lien on substantially all of the company's assets and those of its subsidiaries, including Well Services and Cochon Properties LLC, once the acquisitions of the same are complete. The company expects the new credit facility will provide it and its subsidiaries with an initial borrowing base of approximately $11.5-million (U.S.) based solely upon a recent evaluation of eligible assets of Well Services. Further borrowing capacity is expected to be made available dependent upon the lender's review of oil and gas collateral of the company's subsidiaries. The new credit facility is expected to be finalized and made substantially available concurrently with the issuance of the notes, but remains subject to satisfactory completion of lender due diligence, and credit and security documentation. Accordingly, the availability of the new credit facility is not a condition to the closing of the notes and there is no assurance the new credit facility will be made available on the terms described or at all following issuance of the notes.

Extension of membership interest contribution ggreements

On March 7, 2014, the company announced that it entered into two separate membership interest contribution agreements to acquire all of the ownership of Well Services and Cochon, which acquisitions were subsequently approved by the shareholders on May 16, 2014. The company is pleased to announce that it has entered into agreements with the members of Cochon and Well Services to extend the time to close its acquisitions of Well Services and Cochon from July 7, 2014, to Aug. 15, 2014. It is expected that the acquisitions will close on or about the same time as the sale of the $100-million (U.S.) senior secured notes, but the acquisitions are not conditioned upon the sale of the notes.

Extension of limited consent

In order to enter into the membership interest contribution agreements for Well Services and Cochon, the company obtained the consent of the holders of its current first priority secured notes in the amount of $22.5-million (U.S.) pursuant to a limited consent and forbearance agreement dated March 7, 2014. Therein, the holders of the notes, and the company acknowledged that at the end of the fourth quarter of 2013, the company was in existing and continuing default of the collateral coverage ratio covenant of the notes, and in order to allow for the acquisition of Cochon and Well Services, the limited consent provides that the holders of the notes will forbear from exercising certain rights and remedies under its loan agreements in respect of the specified default until, among other things, payment in full of the obligations owed to the holders by the company, or July 7, 2014. The company has entered into an agreement with the holders extending from July 7, 2014, to Aug. 31, 2014, the date of the limited consent.

Acquisition of additional interest in Vermilion 376 and settlement of litigation

On July 16, 2014, the company acquired an additional 25-per-cent working interest in the Vermilion 376 No. A-3 and No. A-4 wells which are operated by the company in consideration of payment of the sum of $3,500,574 (U.S.). The seller of the interest retained a first priority mortgage and security interest on the working interest, pending payment in full by the company. The working interest was acquired pursuant to the terms of settlement of that certain litigation the company has been involved with concerning its 2012 assignment of the interest to an affiliate of the seller.

Second quarter pro forma guidance

While the company has not yet finalized its second quarter 2014 results, set forth below are certain preliminary estimates of its results of operations for that period, and the comparable prior period assuming completion of the acquisitions of Well Services and Cochon. These estimates are subject to completion of the company's financial closing procedures and therefore may be subject to revision. The company's independent auditor, Collins Barrow Calgary LLP, has not audited, reviewed, compiled or otherwise verified the accuracy of these estimates. These estimates are not a comprehensive statement of the company's financial results for the months of second quarter of 2014, and actual results may differ materially from these estimates as a result of the completion of the company's financial closing procedures, final adjustments and other developments arising between now and the time that the financial results for this period are finalized.

Pro forma revenues for the second quarter ended June 30, 2014, assuming completion of the acquisitions, are expected to be between $28-million (U.S.) and $31-million (U.S.), compared with $16.1-million (U.S.) for the quarter ended March 31, 2014. Increased revenues were primarily driven by the start-up of production at West Delta 44/45, improved utilization at Well Services, and the initiation of the company's 2014 plugging and abandonment program at offshore fields that Cochon purchased from Nexen Petroleum Offshore U.S.A. Inc. and Nexen Petroleum U.S.A. Inc. Pro forma production is expected to average between 2,400 barrels of oil equivalent per day and 2,500 barrels of oil equivalent per day for the second quarter ended June 30, 2014, compared with 1,822 barrels of oil equivalent per day for the quarter ended March 31, 2014; the company's pro forma seven-day average daily net production at June 30, 2014, was approximately 3,300 barrels of oil equivalent per day. Pro forma adjusted EBITDAX (earnings before interest, taxes, depreciation, amortization and exploration expenses) is expected to be between $9-million (U.S.) and $11-million (U.S.) for the second quarter ended June 30, 2014, compared with $3.3-million (U.S.) pro forma for the first quarter ended March 31, 2014.

Refiling of first quarter financial materials

The company also announces that it has filed amended condensed interim consolidated financial statements of the company for the three months ended March 31, 2014, and 2013, and corresponding amended management's discussion and analysis. In the context of the review by the company's auditor of the first quarter filings in connection with the offering of notes, the first quarter filings have been amended and restated to include disclosure of certain events subsequent to March 31, 2014.

We seek Safe Harbor.