Gold Ridge Exploration Corp.: Corporate Update

CALGARY, ALBERTA -- (Marketwire - Feb. 20, 2013) - Mr. David Heighington, Director of Gold Ridge Exploration Corp. (the "Corporation" or "Gold Ridge") (TSX VENTURE:GEA), is pleased to announce it has entered into a definitive Asset Purchase Agreement with Richfield Oils Inc. regarding the proposed purchase of certain oil and gas properties located in the Chigwell area of central Alberta, on the same terms and conditions as previously announced via Stockwatch on January 31, 2013.

The Corporation is currently preparing its Filing Statement for submission to the TSX-V. Closing of the transaction is expected to occur on or about April 30, 2013. The Corporation intends to obtain the requisite shareholder approval by written consent resolution from the majority of its shareholders. Following completion of the Transaction, it is anticipated the resulting issuer will be listed on the TSX-V as a Tier 2 oil and gas issuer. A National Instrument 51-101-compliant reserve and economic evaluation report is being prepared and will be submitted to the TSX-V for review, and the detailed results will be disclosed in a subsequent press release to be issued shortly.


Description of Significant Conditions to Closing

Completion of the transaction is subject to a number of conditions, including but not limited to TSX-V acceptance, shareholder and director approvals, the completion of satisfactory due diligence by the Corporation, and the completion of a financing to raise gross proceeds of at least $400,000 and other conditions contained in the Asset Purchase Agreement. The transaction cannot close until the required approvals are obtained.

The common shares of the Corporation will remain halted pending receipt by the TSX-V of certain required materials from the Corporation. The Corporation will issue a further press release upon finalization and filing of the aforementioned report pursuant to NI 51-101.


About the Corporation

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) and has a registered office in Calgary, Alberta. The Corporation has historically operated as a junior mining exploration and development company. After completion of the proposed acquisition, the Corporation will be classified as an oil and gas issuer under the policies of the TSX-V.


The forward-looking statements contained in this press release are made as of the date of this press release, and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.



Contact

Gold Ridge Exploration Corp.
Mr. David Heighington, Director
(403) 237-0018

Gold Ridge Exploration Corp.
Suite 730, 1015 - 4th Street SW
Calgary, Alberta T2R 1J4