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Sterling Resources Ltd. : Sterling Resources Closes $63.25 Million Equity Financing

03/11/2013 | 11:07am US/Eastern

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STERLING RESOURCES CLOSES $63.25 MILLION EQUITY FINANCING

Calgary, Alberta, Canada, March 11, 2013 - Sterling Resources Ltd. (TSX-V: SLG) ("Sterling" or the "Company") is pleased to announce the closing of both the offering of 20,000,000 common shares in the capital of the Company ("Common Shares") by way of a short form prospectus (the "Prospectus Offering") and the second tranche (the "Second Tranche") of 3,333,334 Common Shares pursuant to Sterling's previously announced private placement, in each case, as part of Sterling's previously announced offering (the "Offering") of 73,333,334 Common Shares on a bought deal basis at a price of $0.75 per Common Share (the "Offering Price"). As previously announced, Sterling closed the first tranche of its private placement and issued 50,000,000 Common Shares (the "First Tranche" and, together with the Second Tranche, collectively the "Private Placement") at the Offering Price on March 4, 2013.

The Private Placement was underwritten by Casimir Capital Ltd. ("Casimir"). The Common Shares were issued pursuant to applicable exemptions from prospectus requirements and have a hold period expiring four months and a day from the respective closing dates, pursuant to applicable securities laws.

The underwriting syndicate (the "Underwriters") for the Prospectus Offering was led by Casimir and included CIBC World Markets Inc., Dundee Securities Ltd., National Bank Financial Inc., RBC Dominion Securities Inc. and TD Securities Inc.

Sterling is also pleased to announce that both the previously announced Underwriters' over-allotment option to purchase up to an additional 3,000,000 Common Shares at the Offering Price in connection with the Prospectus Offering (the "Over-Allotment Option") was exercised in full and the previously announced underwriter's option granted to Casimir to purchase up to an additional 8,000,000 Common Shares at the Offering Price in connection with the Private Placement (the "Underwriter's Option") were exercised in full.

An aggregate of 84,333,334 Common Shares were issued pursuant to the Offering, including the Common Shares issued pursuant to the Over-allotment Option and the Underwriter's Option, representing aggregate gross proceeds of $63.25 million.

The net proceeds of this Offering of approximately $59.1 million, after fees and expenses, are intended to be used for Breagh Phase 1 development costs, interest and hedging primarily related to Sterling's existing senior credit facility, repayment of the US$12 million bridging loan with an affiliate of Vitol Holding B.V. and certain exploration, appraisal and pre-development expenditures in Romania, the UK and the Netherlands with a small contingency for other corporate purposes.

Sterling Resources Ltd. is a Canadian-listed international oil and gas company headquartered in Calgary, Alberta with assets in the United Kingdom, Romania, France and the Netherlands.  The shares are listed and posted for trading on the TSX Venture Exchange under the symbol "SLG".

Neither the 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.



Forward-Looking Statements

All statements included in this press release that address activities, events or developments that Sterling expects, believes or anticipates will or may occur in the future are forward-looking statements. In addition, statements relating to reserves or resources are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions that the reserves and resources described can be profitably produced in the future. In particular, this document contains forward-looking information and statements regarding: (i) the completion of the Offering, the Over-allotment Option and the Underwriters' Option; (ii) the expected closing date of the Offering; (iii) the use of proceeds of the Offering; (iv) the outcome of the review of strategic alternatives; (v) future capital expenditures and projects; and (vi) the earliest first production date for gas from the Breagh field.

These forward-looking statements involve numerous assumptions made by Sterling based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other-forward-looking statements will prove inaccurate, certain of which are beyond Sterling's control, including: the impact of general economic conditions in the areas in which Sterling operates, civil unrest, industry conditions, changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in commodity prices, foreign exchange or interest rates, stock market volatility and obtaining required approvals of regulatory authorities. In addition there are risks and uncertainties associated with oil and gas operations. Readers should also carefully consider the matters discussed under the heading "Risk Factors" in the Company's Annual Information Form.

Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Sterling's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. These statements speak only as of the date of the press release. Sterling does not intend and does not assume any obligation to update these forward-looking statements except as required by law.

Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein.



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