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Benchmark Energy Corp. (TSX VENTURE:BEE) ("Benchmark" or the "Company") is
pleased to report that further to the news release of April 5, 2010, it has
entered into a definitive amalgamation agreement dated May 3, 2010 (the
"Agreement") with Bolivar Energy Inc. ("Bolivar"), a private Alberta corporation
focused on exploration and development of oil & gas properties in Colombia,
whereby Benchmark will acquire all of the outstanding shares (the "Bolivar
Shares") of Bolivar (the "Acquisition"). 


The closing of the Acquisition has been approved by the Boards of Directors of
Benchmark and Bolivar, and remains subject to a number of conditions, including
but not limited to approval of the TSX Venture Exchange (the "TSXV"), approval
by the shareholders of Bolivar and approval by the shareholders of Benchmark in
respect of the Change of Management described below. Under the terms of the
Agreement, it is the intention of Benchmark and Bolivar (the "Parties") to
complete the Acquisition by June 30, 2010.


The TSXV has determined that the Acquisition represents neither a Reverse
Takeover or a Fundamental Acquisition (as such terms are defined in the Policies
of the TSXV); however, trading in Benchmark's shares remains halted, pending
receipt by the TSXV of certain information related to the Acquisition. It is
expected that in connection with completion of the Acquisition, John H. Moreland
will be appointed to the Board of Directors of Benchmark and to the position of
President of Benchmark. Mr. Moreland founded Prospero Hydrocarbons Inc., which
was acquired by Alange Energy Inc. for approximately $51,000,000 on September
10, 2009. In addition, it is expected that nominees of Bolivar will be appointed
to the positions of Chief Financial Officer and Vice President, Exploration. The
Acquisition will constitute a Change of Management (as such term is defined in
the Policies of the TSXV) of Benchmark and will require approval of the
shareholders of Benchmark, which Benchmark intends to obtain by written consent
of 50% +1 of its shareholders, in a form to be approved by the TSXV. 


Bolivar is party to a farm-in agreement with respect to Block LLA-24 in the
Llanos Basin in Colombia, pursuant to which it may earn a 35% working interest
in the block. Block LLA-24 is in the vicinity of numerous light oil producing
fields. To date, 207 sq km of 3-D seismic has been acquired over the block and
is being processed. So far, management of Bolivar has identified at least seven
leads and prospects on Block LLA-24.


Bolivar's Colombian subsidiary has filed the requisite documents to be
recognised by the government oil & gas regulatory body in Colombia, the Agencia
Nacional de Hidrocarburos (the "ANH"), as a qualified operator, and is expected
to have the opportunity to participate in the ANH Colombia Open Round 2010
subject to the final decision of the ANH in that regard. 


Bolivar has completed a private placement financing resulting in aggregate gross
proceeds of $6,318,750. Bolivar is expected to have a total of 55,163,763
Bolivar shares outstanding, as well as a total of 61,588,763 Bolivar share
purchase warrants exercisable at either $0.15 or $0.25 per share immediately
prior to closing of the Acquisition. If all of the Bolivar share purchase
warrants are exercised on a cash basis, this will result in gross proceeds of
$14,397,190 to Bolivar. Based upon a share-exchange ratio of 2.6346 Benchmark
shares for each Bolivar share, Benchmark is expected to issue 145,334,450 new
Benchmark shares at the deemed transaction price of $0.135 to acquire 100% of
the Bolivar shares; a further 162,261,755 new Benchmark shares will be issued if
all of the Bolivar share-purchase warrants are exercised on a cash basis.


Benchmark currently has 25,758,578 Benchmark Shares outstanding, plus options to
acquire 2,327,000 Benchmark Shares at a weighted average exercise price of
$0.54, and expiring at various times.


Upon completion of the Acquisition, Benchmark will continue to hold its 25.5%
interest in the Sierra Exploration and Production Contract (the "Sierra E&P
Contract") in Colombia, where it was recently announced that the Recio 1 well
has been cased and is being tested as a potential oil discovery.


In connection with the Acquisition, the Company intends to undertake a brokered
private placement of Benchmark Shares for gross proceeds of $15,000,000 (the
"Financing"), with the funds to be used for the further exploration and
development of the oil and gas assets of the combined company and for general
working capital purposes. Completion of the Acquisition is not conditional on
the successful completion of the Financing. Benchmark Shares issued in
connection with the Financing, if any, will be priced in accordance with the
policies of the TSXV and will be subject to a four-month hold period.


With the Acquisition of Bolivar, Benchmark will be able to expand its portfolio
of oil and gas projects in Colombia, to add to the recent potential discovery on
its Sierra E&P Contract in the Middle Magdalena Basin. Moving forward, the
proposed strategy of the combined company will be to secure low to medium risk
properties where a specific geotechnical tool such as 3-D seismic offers a
competitive advantage for unlocking value


Additional farm-in prospects are currently being reviewed by Bolivar and
Benchmark. Furthermore, the combined company aims to balance exploration with
production opportunities, and intends to evaluate the possible reactivation of
mature fields in the Putumayo and Magdalena Basins of Colombia.


A mutual non-completion fee of $400,000 is payable by one Party to the other in
certain circumstances, if the Acquisition is not completed. 


Versant Partners Inc. is acting as financial advisor to Benchmark and will
receive 300,000 Benchmark share purchase warrants with an exercise price equal
to at the deemed transaction price of $0.135, subject to approval of the TSXV.
Raymond James Ltd. is acting as financial advisor to Bolivar, and Haywood
Securities Inc. is acting as strategic advisor to Bolivar.


Forward-Looking Statements

This press release contains forward-looking statements. More particularly, this
document contains statements concerning: the completion of the transactions
contemplated by the Agreement, completion of the Financing and the future
directors and officers of Benchmark; the ownership in Benchmark of such
directors and officers; the use of proceeds from the Financing; and the future
strategy and focus for the Company.


The forward-looking statements are based on certain key expectations and
assumptions made by Benchmark (in respect of forward-looking statements made by
Benchmark) or Bolivar (in the case of forward-looking statements made by
Bolivar), as applicable, including expectations and assumptions concerning:
timing of receipt of required shareholder and regulatory approvals and third
party consents and the satisfaction of other conditions to the completion of the
transactions; prevailing commodity prices and exchange rates, applicable royalty
rates and tax laws; future well production rates; reserve and resource volumes;
the performance of existing wells; the success obtained in drilling new wells;
the sufficiency of budgeted capital expenditures in carrying out planned
activities; and the availability and cost of financing, labour and services; and
future operating costs.


Although Benchmark or Bolivar, as applicable, believes that the expectations and
assumptions on which the forward-looking statements made by such party are based
are reasonable, undue reliance should not be placed on the forward-looking
statements because no assurance can be provided that they will prove to be
correct. Since forward-looking statements address future events and conditions,
by their very nature they involve inherent risks and uncertainties. Actual
results could differ materially from those currently anticipated due to a number
of factors and risks. These include, but are not limited to, risks that required
shareholder, regulatory and third party approvals and consents are not obtained
on terms satisfactory to the parties, or at all, and risks that other conditions
to the completion of the transactions are not satisfied; the risks associated
with the oil and gas industry in general such as operational risks in
development, exploration and production; delays or changes in plans with respect
to exploration or development projects or capital expenditures; the uncertainty
of reserve and resource estimates; the uncertainty of estimates and projections
relating to reserves, resources, production, costs and expenses; health, safety
and environmental risks; commodity price, interest rate and exchange rate
fluctuations; lack of marketing and transportation; loss of markets;
environmental risks; competition; ability to access sufficient capital from
internal and external sources; changes in legislation, including but not limited
to tax laws, royalties and environmental regulations, and actual production may
be greater or less than estimated.


The forward-looking statements contained in this press release are made as of
the date hereof and Benchmark undertakes no obligation to update publicly or
revise any forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.

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