PAC.P Penfold Capital Acquisition II Corp.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.


Penfold Capital Acquisition II Corporation (TSX VENTURE:PAC.P), a capital pool
company ("Penfold" or the "Company"), is pleased to announce that it has entered
into an arm's length binding letter agreement (the "Agreement") dated March 22,
2010 with EagleRidge Minerals Ltd. ("EagleRidge"), pursuant to which Penfold
will, subject to a number of conditions, acquire all of the issued and
outstanding securities of EagleRidge. The transaction will constitute the
Company's qualifying transaction (the "Qualifying Transaction") under the
policies of the TSX Venture Exchange (the "Exchange"). Following completion of
the Qualifying Transaction, it is anticipated that the resulting issuer (the
"Resulting Issuer") will be a Tier 2 mining exploration company.


Terms of Acquisition

Pursuant to the Agreement, Penfold has agreed to form a new corporation
("Newco") for the purpose of amalgamating with EagleRidge. Newco will be a
wholly-owned subsidiary of the Company and will be created under the Business
Corporations Act (Ontario). As consideration for the amalgamation of EagleRidge
and Newco, holders of common shares in the capital of EagleRidge ("EagleRidge
Shares") will be entitled to receive one (1) common shares in the capital of
Penfold (a "Penfold Share") for each one (1) EagleRidge Share. The foregoing
EagleRidge Shares will be issued at an ascribed price of $0.25 per Penfold
Share. Penfold has 3,500,000 Penfold Shares issued and outstanding, 350,000
stock options exercisable at a price of $0.20 per Penfold Share and 150,000
agent's options exercisable at a price of $0.20 per Penfold Share. EagleRidge
currently has 32,763,809 EagleRidge Shares and 2,994,613 EagleRidge Share
purchase warrants issued and outstanding. The principal stakeholders of
Eagleridge are MineralFields Group (division of Pathway Asset Management), which
is based in Toronto, Vancouver and Calgary, that holds approximately a 20.2%
interest in the issued and outstanding EagleRidge Shares, and Central
Consolidated Resources Inc., a Manitoba based private company, that holds
approximately a 14.8% interest in the issued and outstanding EagleRidge Shares.
Robert Freeman (of Newfoundland) holds a controlling interest in Central
Consolidated Resources Inc. Upon completion of the Qualifying Transaction, all
securities convertible into EagleRidge Shares will become securities convertible
into Penfold Shares on the same exchange basis as described above.


Pursuant to the terms of the Agreement, completion of the Qualifying Transaction
will be subject to a number of conditions, including receipt of gross proceeds
of not less than $3.5 million pursuant to the QT Financing (as defined and
described below), completion or waiver of sponsorship, receipt of all required
regulatory approvals, including the approval of the Exchange of the Qualifying
Transaction, completion of all due diligence reviews, satisfaction of the
Minimum Listing Requirements of the Exchange and all requirements under the
Exchange rules relating to completion of a "Qualifying Transaction", and
execution of a definitive amalgamation agreement.


In connection with the execution of the Agreement, EagleRidge has provided a
non-refundable deposit in the amount of $10,000 to Penfold. 


The proposed Qualifying Transaction is not a "Non-Arm's length qualifying
transaction" within the meaning of Policy 2.4 of the Exchange and, as such,
shareholder approval is not required, unless otherwise required by the Exchange.



Sponsorship of a qualifying transaction of a capital pool company is required by
the Exchange, unless exempt in accordance with Exchange policies. Penfold
intends to apply for an exemption from sponsorship requirements, however, there
is no assurance that Penfold will obtain this exemption. 


A filing statement in respect of the proposed Qualifying Transaction will be
prepared and filed in accordance with Policy 2.4 of the Exchange on SEDAR at
www.sedar.com no less than seven business days prior to the closing of the
proposed Qualifying Transaction. A press release will be issued once the filing
statement has been filed, as required pursuant to Exchange policies.


QT Financing

It is expected that concurrent with the completion of the Qualifying
Transaction, EagleRidge will also complete a brokered private placement of up to
$3.5 million worth of EagleRidge securities (the "QT Financing"). The terms of
the QT Financing are to be determined. It is expected that Kingsdale Capital
Markets Inc. will act as an agent (the "Agent) in the QT Financing and will
receive a cash commission (the "Agent's Commission") equal to 7.5% of the
aggregate gross proceeds raised through the QT Financing and non-assignable
broker warrants (the "Broker Warrants") to purchase that number of EagleRidge
securities equal to 10% of the number of EagleRidge sold under the QT Financing
(but only 5% of the number of EagleRidge securities sold to investors on the
President's list). 


The net proceeds of the QT Financing will be used by the Resulting Issuer to pay
costs associated with the closing of the Qualifying Transaction and the QT
Financing, to finance EagleRidge's exploration properties, with the primarily
focus on the Hannes Gold Project (as defined below), and for general working
capital purposes.


EagleRidge Minerals Ltd. 

EagleRidge is a private mineral resource exploration company existing under the
laws of the Province of Ontario. Eagleridge was incorporated on March 25, 2008
pursuant to the Business Corporations Act (Ontario) ("OBCA"), as a wholly-owned
subsidiary of Bell Gold Resources Inc. On July 1, 2008, EagleRidge amalgamated
with Bell Gold Resources Inc. pursuant to the OBCA.


EagleRidge has a diverse exploration portfolio for gold, base metals and
lithium/rare earths in the provinces of Manitoba and Newfoundland and Labrador. 


EagleRidge Claim Holdings - Manitoba

EagleRidge has two large gold project areas and one lithium/REE project in
Manitoba. One of the primary exploration interests of EagleRidge is to explore
its gold properties in the Rice Lake greenstone belt of southeast Manitoba. 


The Hannes gold project (the "Hannes Gold Project") is located on the western
portion of the Rice Lake greenstone belt. Numerous historical showings are being
examined and new ones are being found. EagleRidge has started a drill program on
the Hannes Gold Project in southeast Manitoba. (Please see recent news release
of EagleRidge, which is available at www.eagleridgeminerals.com)


The East Rice Lake gold project (the "East Rice Lake Gold Project") consists of
several mineral claim blocks in the Bissett region on the east side of the Rice
Lake greenstone belt. This area is actively being explored for gold by other
companies and several mines are in production.


The Silverleaf project is located in the Greer Lake region of southeast
Manitoba. The claims were recently optioned from Mustang Minerals Corp. (TSX
VENTURE:MUM). EagleRidge has an agreement to earn an 100% interest in a historic
pegmatite field known for its rare earth and lithium enriched pegmatites.


EagleRidge Claim Holdings - Newfoundland and Labrador

In Newfoundland, EagleRidge is focused on gold and base metals in north and
north-central Newfoundland. 


The St. Juliens Copper project has received the most amount of exploration by
EagleRidge to date. Exploration work includes airborne geophysics, surface
mapping, geochemistry, trenching and prospecting. Drilling is planned for later
in the year.


The Baie Verte and Little Bay projects are located in north-central
Newfoundland, between White Bay and Notre Dame Bay. Exploration is focused on
gold and base metals. The immediate exploration plan includes surface mapping,
geochemistry and prospecting. 


Please refer to the company's website at www.eagleridgeminerals.com for further
details on the property holdings.


Proposed Management and Directors 

As part of the completion of the Qualifying Transaction, EagleRidge's current
management will assume responsibility for the Resulting Issuer and the Resulting
Issuer's board of directors will be comprised of the current EagleRidge board of
directors, being Messrs. Daniel J. Gregory, Carey Galeschuk, Christopher Irwin,
John Siriunas, Wilbert McGrath along with Messrs. Gary Clifford and Salil Munjal
each of whom currently serves on the board of directors of Penfold The following
are brief descriptions of EagleRidge's management team and its proposed nominees
that will, collectively, assume management responsibility for the Resulting
Issuer upon completion of the Qualifying Transaction:


Carey Galeschuk, B.Sc., P. Geo, QP - President, Chief Executive Officer and Director

Mr. Galeschuk joined EagleRidge in April 2009. He is a graduate of the
University of Saskatchewan and brings to EagleRidge over 20 years of mineral
exploration in base metals, nickel, rare earth metals and gold. He is a fellow
of the Geological Association of Canada, member of the Society of Economic
Geologists, Association of Applied Geochemists, Prospectors and Developers
Association of Canada and the Manitoba Prospectors and Developers Association.
He is a" qualified person" under NI 43-101. 


Daniel Gregory, B.Comm, CA, CPA - Chief Financial Officer, Chief Operating
Officer and Director 


Mr. Gregory joined EagleRidge from its inception in the role of Chief Financial
Officer of the EagleRidge. He is responsible for overseeing the financial
management of EagleRidge. Mr. Gregory has 25 years of experience in the field of
business management and accounting. 


Christopher Irwin, LLB - Director

Christopher Irwin has been the President of Irwin Professional Corporation,
Barristers and Solicitors since August 2006. Prior thereto, from January 2004 to
July 2006, he was an associate at Wildeboer Dellelce, LLP. Mr. Irwin, has over
ten years of experience in corporate securities law and is a director and/or
officer of several public companies.


John Siriunas, P. Eng. - Director 

John Siriunas is a Geological Engineer. Mr. Siriunas is the President, Corporate
Secretary and a director of Cuervo Resources Inc. (CNQ:FE), a director of
GoldTrain Resources Inc. (CNSX:GT), a director of Shield Gold Inc. (TSX
VENTURE:SHG.P) and a director of N.W.T. Copper Mines Limited (reporting issuer,
but not trading).


Wilbert McGrath - Director

Mr. McGrath is Health, Safety and Environmental specialist for Chevron Canada in
overseas operations.


The Company will provide further details in respect of the Qualifying
Transaction, in due course by way of press release.


About Penfold Capital Acquisition II Corporation

Penfold is part of the Penfold Capital group of companies. Penfold Capital is a
private merchant bank. For more information see www.penfoldcapital.com.


Cautionary Note

Completion of the Qualifying Transaction is subject to a number of conditions
including, but not limited to, Exchange acceptance and if applicable pursuant to
Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the Qualifying Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that the Qualifying
Transaction will be completed as proposed, or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Qualifying
Transaction, any information released or received with respect to the Qualifying
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative. 


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


This press release does not constitute and the subject matter hereof is not, an
offer for sale or a solicitation of an offer to buy, in the United States or to
any "U.S Person" (as such term is defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "1933 Act")) of any equity or other
securities of the Company. The securities of the Resulting Issuer to be issued
in connection with the QT Financing have not been registered under the 1933 Act
and may not be offered or sold in the United States (or to a U.S. Person) absent
registration under the 1933 Act or an applicable exemption from the registration
requirements of the 1933 Act.

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