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 provide details on the
proposed brokered private placement (the "QT Financing") to be completed as part
of the Company's qualifying transaction (the "Qualifying Transaction") with
EagleRidge Minerals Ltd. ("EagleRidge"), pursuant to which the Company has
agreed to acquire, directly or indirectly, all of the issued and outstanding
securities of EagleRidge. Details of the proposed Qualifying Transaction are
available in Penfold's press release dated March 23, 2010 on SEDAR at
www.sedar.com.


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 7 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

As part of the Qualifying Transaction, the Company is expected to complete a
brokered private placement (the "QT Financing"), on a reasonable best efforts
basis, of subscription receipts of the Company (the "Subscription Receipts") at
$0.20 per Subscription Receipt and flow-through units of the Company (the "FT
Unit" and together with the Subscription Receipts, the "Offered Securities") at
the price of $0.25 per FT Unit, the issuance of which will be evidenced by
issuance of the subscription receipts of the Company (the "Concurrent Offering
Subscription Receipts"), for aggregate gross proceeds to the Company of up to
$3,500,000. Each Subscription Receipt will automatically convert and be
cancelled immediately thereafter, for no additional consideration, at the
closing of the Qualifying Transaction into units (the "Units") of the entity
resulting from the Qualifying Transaction (the "Resulting Issuer"), with each
Unit comprised of one common share in the capital of the Resulting Issuer (a
"Common Share") and one-half of one Common Share purchase warrant (a "Warrant"),
with each whole Warrant entitling the holder thereof to purchase one Common
Share (a "Warrant Share") at an exercise price of $0.25 per Warrant Share,
exercisable for a period of 24 months from the date of issuance. Each Concurrent
Offering Subscription Receipt will automatically convert and be cancelled
immediately thereafter, for no additional consideration, at the closing of the
Qualifying Transaction into flow-through units (the "FT Units") of the Resulting
Issuer, with each FT Unit comprised of one flow-through Common Share in the
capital of the Resulting Issuer and one-half of one Common Share purchase
warrant (a "FT Unit Warrant"), with each whole FT Unit Warrant entitling the
holder thereof to purchase one Warrant Share at an exercise price of $0.30 per
Warrant Share, exercisable for a period of 24 months from the date of issuance.


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 Units equal to 10% of the number of Units issued in exchange for the
Subscription Receipts sold under the QT Financing (but only 5% of the number of
Units issued in exchange of the Subscription Receipts sold to investors on the
President's list). Such Broker Warrants being exercisable for a period of
twenty-four (24) months from the date of issuance. 


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 exploration of EagleRidge's properties with the primary
focus being the Hannes Gold project in the Rice Lake greenstone belt of
southeast Manitoba, and for general working capital purposes.


Pre-QT Financing

EagleRidge is currently in the process of completing a non-brokered private
placement of $170,000 aggregate principal amount of unsecured debentures due
October 31, 2011 (the "Debentures"). The Debentures shall be issued only as
fully issued debentures in denominations of $5,000 and integral multiples
thereof. The Debentures will bear interest at a rate of 8% per annum payable
quarterly in arrears within ten (10) days following the end of such quarter, and
will be convertible at the option of the holder into units in the capital of
EagleRidge (the "Units") with each unit comprised of one common share of
EagleRidge (an "EagleRidge Share") and one-half of one EagleRidge Share purchase
warrant (an "EagleRidge Warrant"), as presently constituted, at any time or
times up to maturity. Each whole EagleRidge Warrant shall entitle the holder
thereof to purchase one (1) EagleRidge Share at an exercise price of $0.25 per
EagleRidge Share. The conversion price of the Debentures shall be $0.17 per
EagleRidge Unit, being a rate of approximately 29,412 EagleRidge Units for each
$5,000 principal amount of Debentures. 


About 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. 


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


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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