Rock Energy Resources Announces Agreement to Acquire …

HOUSTON–(BUSINESS WIRE)–

Rock Energy Resources, Inc. (Pink Sheets:RCKE) “Rock Energy” announced
today that it has signed a Letter of Intent with Red Arrow Gold
Corporation (“RAGC”) to acquire the remaining 51% of its interest in the
Red Arrow Mine located in Montezuma County, Colorado. On December 20,
2011, Rock Energy announced it had acquired a 49% interest in the Mine
with its purchase of 100% of the stock in American Patriot Gold (“APG”).
The Letter of Intent provides for a closing date of not later than May
2, 2012 (the “Asset Purchase”).

Assets and Intellectual Capital to be Acquired:

At the conclusion of the Asset Purchase, Rock Energy will own:

• 100% of the Red Arrow Mine;
• 100% of all surface facilities and existing infrastructures
• 100% of 18 patented claims on the existing mine;
• 100% of an additional 300 acres of surface and minerals on the
  adjacent Hogback Ridge Dome (to be evaluated with survey and core data
  over the next 60 days to ascertain the level of 43-101 reserves);
• 100% of all timber rights on all the properties;
• 100% of all Ore and Concentrate Inventory ; and
• 100% of all Permits and Permit Applications

In addition, at closing of the Asset Purchase:

• Craig Liukko, currently the President of Red Arrow Gold Corp will
  assume the duties of President and Chief Operating Officer of Rock
  Energy; and
• All employees of RAGC will become employees of American Patriot Gold.

Consideration to be Paid:

As consideration for the acquisition of these assets, Rock Energy will
pay at closing of the Asset Purchase:

• 40 million restricted common shares of the Company;
• Pay $3.5 million of cash to RAGC;
• Execute and deliver to RAGC a Rock Energy subordinated and unsecured
  $6.5 million Promissory Note with an interest rate of 5%, payable in
  equal monthly installments of $200,000 until fully paid;
• Grant 2 million Rock Energy stock options to the employees of RAGC as
  designated by Mr. Liukko; and
• Grant to RAGC a 5.0% Net Smelter Interest in the existing mine and
  future development areas.

Estimated Pro Forma Effects of Closing the Asset Purchase:

At Closing of the Asset Purchase, the estimated projections on Rock
Energy’s balance sheet and projected effects on Rock Energy’s financial
condition will include the following:

1. 227.5 million shares outstanding.

2. Estimated Projected Future Net Revenues based on a $1500 per ounce
gold price.

3. Estimated Projected Future Cash Flows based upon current operating
costs of $500 per ounce.

4. Financial Projected results do not include the potential impact from
recoveries of possible reserves of silver and platinum, the quantities
of which are unknown at this time.

Existing Known Potential Reserves of 400,000 ounces of gold:

Future Potential Net Revenues: $600 million/ $2.63 per share

Future Potential Net Operating Cash Flows: $400 million/ $1.75 per share

Third Party Projected Estimated Low Case of Reserves, post 43-101
evaluation, based upon 1.5 million ounces of gold:

Future Potential Net Revenues: $2,250 million/ $9.89 per share

Future Potential Net Operating Cash Flows: $1,500 million/ $6.59 per
share

CAUTIONARY STATEMENT REGARDING FUTURE RESULTS AND FORWARD-LOOKING
STATEMENTS: This Web site and press release contains information.
including statements as to the Company’s future financial or operating
performance, that constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which
statements are intended to be covered by the safe harbor created by such
sections and other applicable laws. All statements, other than
statements of historical fact, are forward-looking statements. The words
“believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”,
“intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule”
and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown factors
could cause actual results to differ materially from those projected in
the forward-looking statements. Such forward-looking statements include,
without limitation: (i) estimates of future mineral production, results
and sales; (ii) estimates of future costs applicable to sales, other
expenses and taxes, for specific operations and on a consolidated basis;
(iii) estimates of future capital expenditures, construction, production
or closure activities; (iv) statements regarding future exploration
potential, asset potential, potential resource expansion and targeted
production; (v) estimates and expectations regarding reserves,
nonreserve mineralization and potential ounces; (vi) statements
regarding fluctuations in capital and currency markets; (vii) statements
regarding potential cost savings, productivity, operating performance,
and cost structure; (viii) expectations regarding the development,
growth, mine life, production and costs applicable to sales and
exploration potential of the Company’s projects; and (ix) expectations
regarding the impacts of operating technical or geotechnical issues in
connection with the Company’s projects or operations. Estimates or
expectations of future events or results are based upon certain
assumptions, which may prove to be incorrect. Such assumptions, include,
but are not limited to: (i) there being no significant change to current
geotechnical, metallurgical, hydrological and other physical conditions;
(ii) permitting, development, operations and expansion of the Company’s
projects being consistent with current expectations and mine plans;
(iii) certain price assumptions for gold, copper and oil; (iv) certain
effective tax rate assumptions (v) prices for key supplies being
approximately consistent with current levels; and (vi) the accuracy of
our current mineral reserve and mineral resource estimates. Where the
Company expresses or implies an expectation or belief as to future
events or results, such expectation or belief is expressed in good faith
and believed to have a reasonable basis. However, forward-looking
statements are subject to risks, uncertainties and other factors, which
could cause actual results to differ materially from future results
expressed, projected or implied by such forward-looking statements. Such
risks include, but are not limited to, gold and other metals price
volatility, currency fluctuations, increased production costs and
variances in ore grade or recovery rates from those assumed in mining
plans, political and operational risks in the jurisdiction in which we
operate, changes in governmental regulation, including taxation,
environmental, permitting and other regulations, and judicial outcomes
The Company does not undertake any obligation to release publicly
revisions to any “forward-looking statement,” to reflect events or
circumstances after the date of publication, or to reflect the
occurrence of unanticipated events, except as may be required under
applicable securities laws.