Rooster Energy Ltd. to Issue 218,631,179 Common Shares to Acquire Cochon Properties, LLC, and Morrison Well Services, LLC

ROOSTER ENERGY LTD. (the "Company" or "Rooster") (www.roosterenergyltd.com) (TSX
VENTURE:COQ) previously announced that it had entered into: (i) a membership
interest contribution agreement (the "Cochon Agreement") dated March 7, 2014
with the members of Cochon Properties, LLC ("Cochon") to acquire 100% of the
membership interests in Cochon (the "Cochon Acquisition"); and (ii) a membership
interest contribution agreement (the "Well Services Agreement" and, together
with the Cochon Agreement, the "Agreements") dated March 7, 2014 with Morrison
Energy Group, LLC, ("MEG") to acquire 100% of the membership interest in
Morrison Well Services, LLC ("Well Services") (the "Well Services Acquisition").
The Well Services Acquisition together with the Cochon Acquisition, are
hereinafter referred to as the "Transaction". 


The Transaction contemplates the purchase of Well Services for US$95 million and
Cochon for US$30 million, for aggregate consideration of US$125 million (the
"Purchase Price"), subject to adjustments for working capital. The Purchase
Price will be comprised of US$115 million in common shares of Rooster (the
"Rooster Common Shares"), of which US$85 million will be in respect of Well
Services and the remaining US$30 million will be in respect of Cochon, and US$10
million in cash, all in respect of Well Services. 


The Agreements provide that the number of Rooster Common Shares issued to
satisfy the Rooster Common Share portion of the Purchase Price will equal that
number obtained by dividing US$115 million by the average daily closing price
for the Rooster Common Shares for the twenty (20) consecutive trading days on
which shares are actually traded and quoted on the TSX Venture Exchange (the
"TSXV") ending on and including the date that is ten (10) business days prior to
the special shareholder meeting to approve the Transaction (the "Meeting"),
provided that for the purposes of the exchange ratio the closing price of such
Rooster Common Shares shall be subject to a minimum price of Cdn$0.40 and a
maximum price of Cdn$0.70.


The average daily closing price for the Rooster Common Shares for the twenty
(20) consecutive trading days on which shares were actually traded and quoted on
the TSXV ending on and including May 2, 2014 (i.e., 10 business days prior to
the Meeting) was Cdn$0.577 per share and US$0.526 per share after considering an
average currency exchange rate (US$/Cdn$) of $0.911. As a result, upon closing
of the Transaction, a total of 218,631,179 Rooster Common Shares will be issued
to satisfy the Rooster Common Shares portion of the Purchase Price. Cochon
members will receive a total of 57,034,221 Rooster Common Shares and MEG will
receive 161,596,958 Rooster Common Shares.


Conditions to Completion of the Transaction 

The Transaction constitutes a reviewable transaction under Policy 5.3 of the
TSXV and, accordingly, is subject to final acceptance by the TSXV. The
Transaction is also subject to certain other conditions set out in the
Agreements, including: (i) that all of the requirements to closing each of the
Well Services Acquisition and Cochon Acquisition shall have been satisfied
including but not limited to the payment of US$10 million to MEG; (ii) minority
approval by the Rooster Shareholders of the Transaction; and (iii) certain other
customary closing conditions for a transaction of this nature. 


ABOUT ROOSTER ENERGY LTD.

The Company is a Houston, Texas, based independent oil and natural gas
exploration & production company focused on the development of resources in the
shallow waters of the Gulf of Mexico adjacent to the states of Louisiana and
Texas. At December 31, 2013, the primary assets of the Company consist of
interests in 19 producing oil and/or natural gas wells and 14 oil and gas
leases. The Company is the operator of the majority of its properties and daily
oil and gas production.


Investors are welcome to visit our website at www.roosterenergyltd.com or
contact the following for all corporate updates and investor inquiries:




Gary Nuschler, Jr.                                                          
Rooster Petroleum, LLC                                                      
Vice President - Finance                                                    
16285 Park Ten Place                                                        
Houston, Texas, USA 77084                                                   
Telephone: (832) 463-0625                                                   



Caution 

Completion of the Transaction is subject to a number of conditions, including
final TSXV approval and approval of the Rooster Shareholders. The Transaction
cannot close until the required Rooster Shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as proposed or at
all. 


Investors are cautioned that, except as disclosed in the circular of Rooster
prepared in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Rooster should be
considered highly speculative. 


The TSXV has in no way passed upon the merits of the Transaction and has neither
approved nor disapproved the contents of this press release. 


Forward Looking Information and Statements

Certain statements and information in this press release are forward-looking
statements, including statements made with respect to: the Transaction; and the
completion of the Transaction; ; and other matters. 


The forward-looking statements contained in this document are based on certain
key expectations and assumptions made by Rooster that are subject to inherent
risks and uncertainties and other factors that may cause the actual results,
performance or achievements to differ materially from the anticipated results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include expectations and assumptions concerning timing
of receipt of the required regulatory approvals, the satisfaction of other
conditions to the completion of the Transaction, the parties' ability to close
the Transaction and within the currently anticipated timeline; risks associated
with the oil and gas industry (e.g. operational risks in exploration,
development and production, delays or changes in plans, risks associated with
the uncertainty of reserve estimates or reservoir performance, health and safety
risks and the uncertainty of estimates and projections of production, costs and
expenses), commodity prices and exchange rates. 


Although Rooster believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not
be placed on the forward-looking statements because Rooster can give no
assurance that they will prove to be correct. The Transaction may not be
completed on the terms described or at all. 


Rooster's forward-looking statements are qualified in their entirely by these
cautionary statements. The forward-looking statements contained in this document
are made as of the date hereof and Rooster undertakes no obligation to update
publically 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 law. 


NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICE PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Rooster Petroleum, LLC
Gary Nuschler, Jr.
Vice President - Finance
(832) 463-0625


Rooster Petroleum, LLC
16285 Park Ten Place
Houston, Texas, USA 77084
www.roosterenergyltd.com
Rooster Energy Ltd. (TSXV:COQ)
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