CALGARY, ALBERTA--(Marketwire - Sept. 29, 2008) - Ceres Capital Corp. (the "Corporation" or "Ceres") (TSX VENTURE:SRS.P), a capital pool company, is pleased to announce that it has entered into a letter of intent (the "LOI") dated September 29, 2008 with Reliable Energy Ltd., a private Alberta corporation, whereunder the parties have agreed to negotiate a definitive agreement relating to a proposed reverse takeover transaction (the "Transaction") pursuant to which Ceres will acquire all of the issued and outstanding securities of Reliable (the combined entity hereinafter referred to as the "Resulting Issuer"). The arm's length Transaction will constitute Ceres's "Qualifying Transaction" under the applicable policies of the TSX Venture Exchange (the "TSXV"). Pursuant to the Letter of Intent, the parties have agreed to the essential terms of the Transaction.

If the Transaction is completed, Ceres will issue 37,998,126 common shares to the Reliable shareholders having a deemed value of $0.18 per share, which implies an entity value for Reliable of approximately $6,839,663 (not including securities issued in connection with the Reliable Private Placement, as defined below). As such, if the Transaction is completed, Ceres will have 48,259,376 common shares issued and outstanding (on a non-diluted basis).

About Reliable

Reliable Energy Ltd. ("Reliable") is a private Alberta based oil and gas exploration and production company which is currently focused on two core areas in the Western Canadian Sedimentary Basin. The first is a high impact reef play in central Alberta. The Company has acquired 20,000 acres (gross), 10,720 acres (net) of land in this play area and has a 60 sq. mile 3D seismic survey which it will use to drill two wells prior to June 2009. The second core area consists of an unconventional resource play in the Bakken/Three Forks formation. The Company has a 48,000 acre (net) of farm-in lands situated on the Saskatchewan - Manitoba border. Reliable intends to drill between two and six wells in the area by June 2009. Ceres intends on issuing a subsequent press release disclosing information about Reliable's reserves once such information is available.

Reliable's principal executive offices are located at 310, 602 - 11th Avenue SW, Calgary, Alberta, T2R 1J8.

Summary of the Transaction

It is anticipated that the Transaction will be structured as a "three-cornered" amalgamation in which a newly incorporated wholly-owned subsidiary of Ceres will amalgamate with Reliable. As a result of the amalgamation, each Reliable common share will be exchanged for six (6) Ceres common shares (the "Exchange Ratio"). As a result of the foregoing, Reliable will become a wholly-owned subsidiary of Ceres.

Reliable is currently undertaking a non-brokered private placement for aggregate gross proceeds of up to $5,000,000 (the "Reliable Private Placement"). As part of the Reliable Private Placement, Reliable is offering common shares, on a non flow-through basis, at a price equal to $0.90 per share, and is offering common shares, on a flow-through basis, at a price equal to $1.05 per share. Any Reliable common shares issued in connection with the Reliable Private Placement will be acquired by Ceres based on the Exchange Ratio. The closing of the Reliable Private Placement is not a condition precedent to the closing of the Acquisition and Reliable is not required to complete any minimum offering amount under the Reliable Private Placement. The proceeds from the Reliable Private Placement will be used to provide the Resulting Issuer with additional working capital.

As consideration for the acquisition of all of the Reliable common shares pursuant to the amalgamation, Ceres will issue six (6) common shares for each one (1) Reliable Common Share issued and outstanding immediately prior to the amalgamation. As there are currently 6,333,021 Reliable common shares issued and outstanding (prior to the Reliable Private Placement), the Reliable shareholders will receive 37,998,126 Ceres common shares pursuant to the amalgamation. Thus, when combined with the 10,261,250 Ceres common shares currently issued and outstanding, upon completion of the proposed Transaction there will be an aggregate of 48,259,376 Ceres common shares issued and outstanding. In addition, in the event that Reliable common shares are issued pursuant to the Reliable Private Placement, the Resulting Issuer will have an additional six (6) common shares issued and outstanding for each one (1) Reliable common share issued as part of that offering.

Pursuant to the Transaction, Ceres will also acquire all of the issued and outstanding options, warrants and other convertible securities of Reliable in exchange for similar convertible securities of Ceres based on the Exchange Ratio. More specifically, Ceres shall acquire the remaining outstanding convertible Reliable securities as follows:

(a) Ceres will issue an aggregate of 2,910,000 stock options to purchase an aggregate of 2,910,000 Ceres common shares, at an exercise price of $0.17 per share, in exchange for the 485,000 Reliable stock options (the "Reliable Options") which are currently outstanding and which currently have an exercise price of $1.00 per share;

(b) Ceres will issue an aggregate of 135,450 broker's warrants, each warrant entitling the holder to acquire one Ceres common share, at an exercise price of $0.17 per share, in exchange for the 22,575 Reliable broker's warrants (the "Reliable Broker's Warrants") which are currently outstanding and which currently have an exercise price of $1.00 per share;

(c) Ceres will issue an aggregate of 505,716 Ceres common shares in exchange for the 84,286 Reliable bonus plan warrants (the "Reliable Bonus Warrants") which are currently outstanding and which currently have an exercise price of $nil per share;

(d) Ceres will issue an aggregate of 857,142 common share purchase warrants, each warrant entitling the holder to acquire one Ceres common share, at an exercise price of $0.47 per share, in exchange for the 142,857 Reliable series A common share purchase warrants (the "Reliable Series A Warrants") which are currently outstanding and which currently have an exercise price of $2.80 per share; and

(e) Ceres will issue a replacement unsecured convertible debenture in the principal amount of $1,200,000, entitling the holder thereof to convert the principal amount of the debenture into Ceres common shares at a conversion price equal to $1.40 per share, in exchange for the $1,200,000 principal amount unsecured convertible debenture of Reliable which entitles the holder thereof to convert the principal amount of the debenture into Reliable common shares at a conversion price equal to $8.40 per share (the "Reliable Convertible Debenture").

In addition to the Ceres options issued in exchange for the Reliable Options set out in (a) above, Ceres also intends to grant stock options exercisable to acquire an aggregate of 870,000 Ceres common shares at a price of $0.18 per share immediately following the closing of the Transaction to certain directors and officers of the Resulting Issuer.

It is anticipated that upon completion of the Proposed Transaction, the Resulting Issuer will meet the Tier 2 listing requirements of the TSXV for an oil and gas issuer.

Financial Information Concerning Reliable

The following information is derived from Reliable's management-prepared unaudited financial statements as at and for the six month period ended June 30, 2008. Such information is subject to all other information contained in the relevant financial statements.

                                             Six Months Ended June 30, 2008 
                                                                 (unaudited)
                                            --------------------------------
Revenues                                                            196,034
Expenses, including cost of sales                                   874,126
Loss for the period                                                 678,092
Loss per share (basic and diluted)                                    $0.11
Total Assets                                                      1,878,838
Current Assets                                                      373,242
Current Liabilities                                                 832,060
Long-term debt, excluding current portion                         1,403,531
Share Capital                                                     8,772,092
Deficit                                                           9,424,504

Management

The board of directors of Ceres currently consists of Bohdan Romaniuk, Dennis Nerland, Mario Mannella, Donald Verdonck, Peter Neweduk, Ronald Allen and Allan Laird. It is anticipated that Bohdan Romaniuk, Mario Mannella, Donald Verdonck, Peter Neweduk and Ronald Allen will resign from the Ceres board following the Transaction and will be replaced by Terry Lyons, Mike Seth, Brian Hurl, Paul Moller and Murray Swanson (each of whom are currently directors of Reliable). Further, it is anticipated that Dennis Nerland and Allan Laird will remain on the board following the Transaction, whereby the board of directors of the Resulting Issuer would be comprised of Terry Lyons, Mike Seth, Brian Hurl, Paul Moller, Murray Swanson, Dennis Nerland and Allan Laird. None of the current directors or officers of Ceres are directors, officers or shareholders of Reliable and none of the directors, officers of Reliable are directors or officers of Ceres.

Following the Transaction, Bohdan Romaniuk will resign as the President and Chief Executive Officer of Ceres and Ronald Allen will resign as the Chief Financial Officer of Ceres. Upon completion of the Transaction, Paul Moller will be appointed the President and Chief Executive Officer of both Ceres and Reliable; John Newman will be appointed the Chief Financial Officer of both Ceres and Reliable; and Murray Swanson will be appointed the VP Operations of both Ceres and Reliable.

The current directors and officers of Reliable are: Paul Moller (President, Chief Executive Officer and Director), John Newman (Chief Financial Officer), Murray Swanson (VP Operations and Director), Terry Lyons (Director), Mike Seth (Director) and Brian Hurl (Director). As a group, the directors and senior officers of Reliable own or control (directly or indirectly) 1,951,684 Reliable common shares representing approximately 30.8% of Reliable's outstanding common shares. Reliable currently has in excess of 200 shareholders. Upon completion of the Transaction, it is anticipated that the board of directors of Reliable will be changed so that the board of directors of Reliable is the same as the board of directors for Ceres. Eventually, it is expected that the shareholders of the Resulting Issuer will be asked to consider changing the name of the Resulting Issuer to "Reliable Energy Ltd.".

Murray Swanson, a senior officer and director of Reliable, is the only Reliable shareholder that owns or controls more than 10% of the issued and outstanding Reliable common shares (on a non-diluted basis). Mr. Swanson owns or controls am aggregate of 884,500 Reliable common shares representing approximately 14% of Reliable's outstanding common shares. Upon completion of the Transaction, it is anticipated that Mr. Swanson will own or control an aggregate of 5,307,000 common shares of the Resulting Issuer representing approximately 11% of the Resulting Issuer's outstanding common shares (on a non-diluted basis and not including securities issued in connection with the Reliable Private Placement).

The municipalities of residence and biographies of the Resulting Issuer's directors and key officers are as follows:

Paul Moller - President, Chief Executive Officer and Director (Calgary, Alberta)

Mr. Moller, aged 54, is a founder and President & CEO of Reliable and has 30 years of technical, management and financial experience in the oil and gas industry most recently with Canadian Superior as General Manager. His career has included senior management positions at Hudson Bay Oil & Gas, Conoco, Getty, Bigheart, Anschutz, Central Explorers, Exchange Resources, and Canadian Superior. He has directly generated and managed successful hydrocarbon exploration and production programs in Canada. Mr. Moller has initiated companies, acquired corporations and has sold entities and assets in his capacity as either an Owner, Operator, President, General Manager or Vice President of these above firms. His career includes extensive involvement in capital funding, corporate deal structuring and negotiating.

John Newman - Chief Financial Officer (Calgary, Alberta)

Mr. Newman, aged 51, is a founder and the Chief Financial Officer of Reliable since 2005. Mr. Newman has 27 years of experience in Canada and overseas with a focus on corporate strategic planning and financing for the energy sector. His expertise includes public reporting, investor relations and managing all aspects of corporate accounting. His career includes a 10-year involvement with Schlumberger Oilfield Services from 1981 to 1991 in progressively more responsible financial roles eventually leading to a position as Financial Controller. He furthered his career with 9 years as Chief Financial Officer with Destiny Resource Services, a public company from 1992 to 2001.

Mr. Newman has a Bachelor of Business from the Western Australian Institute of Technology and is a Fellow of the Australian Society of Certified Practicing Accountants.

Murray Swanson - Vice President of Operations and Director (Calgary, Alberta)

Mr Swanson, aged 58, is Vice President of Operations for Reliable. He has been involved in the exploration and production aspects of the oil and gas industry for over 30 years. His career includes working for Shell and Chevron in operations. Mr. Swanson has also initiated and developed several successful private exploration and production companies including Enermax Resource Corp. and Rockwood Resources Ltd. He has built and sold several service entities including Central Treating, SRK Oilfield Rentals and Northern Petro Services Ltd.

Terry Lyons - Chairman and Director (Vancouver, British Columbia)

Mr Lyons, aged 59, is Chairman, Northgate Minerals Corporation. Northgate operates the Kemess Mine in Northern British Columbia, is developing the Young Davidson project in Ontario, and has recently acquired 2 operating gold mines in Australia. He is a director of several public (including Sprott Resource Corp. and Polaris Minerals Corporation) and private corporations and currently serves as the Lead Director and Chairman of the Audit Committee of Canaccord Capital Inc.

Mr. Lyons is a civil engineer (UBC) with an MBA from the University of Western Ontario. He sits on the Advisory Board of the Richard Ivey School of Business and is active in sports and charitable activities, is a past Governor of the Olympic Foundation of Canada, past Chairman of the Mining Association of BC and in 2007 was awarded the INCO Medal by the Canadian Institute of Mining and Metallurgy for service to the mining industry.

Mike Seth - Director (Calgary, Alberta)

Mr. Seth, aged 67, is President of Seth Consultants Ltd. He was the Chairman of the Board of McDaniel & Associates from July 1, 2005 to June 30, 2006 and President and Managing Director since 1989 and has been with the firm for over 37 years. He has extensive experience in all aspects of oil and gas reserve evaluations in Canada and Internationally. He is on the Board of Directors of Enerplus Resouces Fund, one of Canada's senior oil and gas income funds. He is also on the Board of Directors of several other public and private junior oil and gas companies and is the Founder and Director of Energy Navigator, Inc., a private software development firm servicing the petroleum industry.

Mr Seth was a member of the Council of APEGGA and also served on the Practice Standards Committee - Oil & Gas Evaluations. Mr Seth graduated from the University of British Columbia with a BASc in Mechanical Engineering and is a registered Professional Engineer in the Province of Alberta.

Brian Hurl - Director (Vancouver, British Columbia)

Mr Hurl, aged 54, is an independent businessman. Previously, Mr. Hurl enjoyed a career spanning 25 years in the banking industry in Canada where he was a Senior Vice-President and Director with Merrill Lynch Canada (formerly Midland Walwyn) and BMO Nesbit Burns. Mr Hurl is a past director of both private companies and companies listed on the TSX. Mr. Hurl holds a BA in Economics from the University of Western Ontario.

Dennis Nerland - Director (Calgary, Alberta)

Mr. Nerland, age 55, has been a partner with the law firm Shea Nerland Calnan since 1990 practicing primarily in the areas of tax and trust law. Mr. Nerland is a current and past director of a number of private and public companies listed on the TSX Venture Exchange and the Toronto Stock Exchange.

Mr. Nerland has a Bachelor of Laws degree from the University of Calgary, a Master of Arts degree (Economics) from Carleton University and a Bachelor of Science degree (Economics and Mathematics) from the University of Calgary. He is a member of the Law Society of Alberta.

Allan Laird - Director (Calgary, Alberta)

Mr. Laird, age 53, was a founding Director and Vice-President of Falcon Oil and Gas Ltd., a company listed on the TSXV before his retirement in April 2006. Prior to joining Falcon, Mr. Laird was Executive Vice President of Ledge Resources, a private oil and gas company. Mr. Laird has extensive international experience and has a particular expertise in unconventional gas reservoirs. Mr. Laird is the former President and Director of Gemini Energy Corp. (TSXV:GNI) and was also the President and a Director of Rapid Technology Corp. (Private).

Mr. Laird graduated from Queen's University with a B.Sc. in Mining Engineering in 1980 and is a Professional Engineer (Life Member) in the Province of Alberta.

Conditions

The proposed qualifying transaction is subject to a number of conditions including the following:

(a) approval by the board of directors of both Ceres and Reliable;

(b) approval by the Reliable shareholders and holders of the Reliable Convertible Debentures;

(c) satisfactory due diligence by both Ceres and Reliable;

(d) negotiation and execution of a definitive agreement; and

(e) regulatory approval.

Sponsorship

A general policy of the TSXV requires that a sponsor be retained to prepare a sponsor report in compliance with TSXV Policy 2.2. The Corporation has applied for an exemption from sponsorship requirements, however, there is no assurance that the Corporation will obtain this exemption.

Trading in the common shares of the Corporation will remain halted until certain required documents have been provided to the TSXV.

Completion of the 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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

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