NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR TO UNITED STATES
NEWS WIRE SERVICES.


Eagle Rock Exploration Ltd. ("Eagle Rock" or the "Corporation") (TSX
VENTURE:ERX) is pleased to announce that it has closed its non-brokered private
placement of common shares ("Common Shares") of the Corporation (the "Private
Placement"). Pursuant to the Private Placement, the Corporation issued 95
million Common Shares at a price of $0.045 per Common Share for gross proceeds
of $4.3 million. 


Securities purchased by insiders pursuant to the Private Placement will be
subject to an thirty-six month escrow under TSXV policies, unless Eagle Rock
qualifies as a Tier 1 Issuer, then such securities will be subject to an
eighteen month escrow under TSXV policies. All securities issued under the
Private Placement are subject to a four-month hold period from the date of
issuance, in accordance with TSXV policies and applicable securities laws. The
proceeds of the Private Placement will be applied to the reduction of bank debt
and other debt of Eagle Rock. 


In accordance with Multilateral Instrument 62-104 - Take-Over Bids and Issuer
Bids and National Instrument 62-103 - The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, pursuant to the Private Placement,
Mr. Neil Roszell of 710, 400 - 5 Avenue SW, Calgary, Alberta, T2P 2V6, directly
acquired ownership of an aggregate of 6,439,500 Common Shares of Eagle Rock,
representing approximately 1.70% of the total issued and outstanding Common
Shares of Eagle Rock. Mr. Roszell now owns directly 30,883,500 Common Shares and
24,444,000 warrants (the "Warrants") of Eagle Rock, representing approximately
13.7% of the total issued and outstanding Common Shares of Eagle Rock, assuming
all of the Warrants held by Mr. Roszell are exercised into Common Shares of the
Corporation. In addition, Mr. Roszell now controls, through members of his
immediate family with whom he resides, including his wife Larissa Roszell,
26,667,000 Common Shares and 26,667,000 Warrants of Eagle Rock, representing
approximately 13.1% of the total issued and outstanding Common Shares of Eagle
Rock, assuming all of the Warrants controlled by Mr. Roszell are exercised into
Common Shares of the Corporation. 


The Common Shares were acquired for investment purposes. Each of Mr. Roszell and
his family members, as applicable, may from time to time acquire additional
Common Shares, dispose of some or all of the existing or additional Common
Shares, or continue to hold the Common Shares in the normal course of their
investment activities, subject to applicable laws. 


All of the securities purchased were acquired in reliance on the accredited
investor or the family, friends and business associate exemptions of National
Instrument 45-106 - Prospectus and Registration Exemptions. A copy of the early
warning report for Mr. Roszell will be filed on SEDAR and may also be obtained
by contacting the individual listed below. 


Note Regarding Forward Looking Statements 

This document contains forward-looking statements. More particularly, this
document contains statements concerning the use of proceeds of the Private
Placement. 


Although Eagle Rock 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 Eagle Rock can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, risks that required regulatory and third party approvals and
consents are not obtained on terms satisfactory to the parties or the board of
directors of Eagle Rock determines that it would be in the best interests of
Eagle Rock to deploy the proceeds for some other purpose. 


The forward-looking statements contained in this press release are made as of
the date hereof and Eagle Rock undertakes no obligation to update publicly 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 laws.