Bellatrix Exploration Ltd (Canada) BXEFF

RE: RE: results & 2010 guidance

[shotski]

CALGARY, ALBERTA--(Marketwire - Jan. 4, 2010) - Berens Energy Ltd. ("Berens" or the "Company") (TSX:BEN) announces that it has entered into a definitive amalgamation agreement (the "Agreement") with PetroBakken Energy Ltd. ("PetroBakken") and a wholly-owned subsidiary of PetroBakken pursuant to which PetroBakken will indirectly acquire all of the issued and outstanding common shares of Berens (the "Berens Shares") on a fully diluted basis for a cash consideration of $2.70 per Berens Share. The transaction, including indebtedness of approximately $65 million, is valued at $336 million. The transaction will be completed by way of an amalgamation under the Business Corporations Act (Alberta) ("Amalgamation") and is expected to close prior to the end of February, 2010.

The offer represents a 34% premium to the weighted average closing price of Berens Shares for the 20 trading days ended December 31, 2009 and a 33% premium to the December 31, 2009 closing price of $2.03 per Berens Share. Completion of the Amalgamation will be subject to certain customary conditions, including approval of the Amalgamation by not less than 66 2/3 percent of the votes cast at a special meeting of holders of Berens Shares to be held as soon as practicable and receipt of all regulatory approvals.

"Our Board of Directors, management, and staff have been committed to enhancing value for our shareholders." said Dan Botterill, Berens' President & Chief Executive Officer. "We believe the Amalgamation fulfills that commitment through value we have received for our strong asset base and future drilling inventory we have accumulated".

The Boards of Directors of Berens and PetroBakken have unanimously approved the Agreement and the Board of Directors of Berens has determined that the Amalgamation is in the best interests of Berens and the Berens shareholders and recommends that Berens shareholders approve the Amalgamation. Peters & Co. Limited acted as exclusive financial advisor to Berens and has provided the Board of Directors of Berens with its opinion that the consideration to be received by Berens shareholders under the Amalgamation is fair, from a financial point of view, to the holders of Berens Shares.

The executive officers, directors and certain shareholders of Berens holding approximately 24 percent of the outstanding Berens Shares on a fully diluted basis have agreed to vote their Berens Shares in favour of the Amalgamation, subject to certain exceptions, and have signed support agreements with PetroBakken evidencing such commitment.

Berens has agreed to pay PetroBakken a non-completion fee of $10 million in certain circumstances if the proposed Amalgamation is not completed. The Agreement includes customary non-solicitation covenants and right to match provisions. Full details of the Amalgamation will be included in the information circular and related documents that will be mailed to all Berens shareholders shortly.

Berens Energy Ltd. is a junior oil and gas company currently trading on the Toronto Stock Exchange. The Company currently produces and explores for oil and gas in the Western Canadian Sedimentary Basin with its primary growth areas focused in the Pembina region. The Company's strategy is to focus on profitable growth through a strategic combination of investments in exploration, development and acquisitions in western Canada.