ELM Element Lifestyle Retirement Inc

Further to its news releases dated June 29, 2009, July 20, 2009, Octoboer 19,
2009 and November 9, 2009, Poplar Creek Resources Ltd. ("Poplar Creek") (TSX
VENTURE:PCK) is pleased to announced that it has entered into an amendment
agreement ("Amendment Agreement") to the joint venture and participation
agreement dated November 4, 2009 between Poplar Creek and Elm Energy Management
Ltd. ("ELM") as announced on November 9, 2009 (the "Original Agreement"). The
Amendment Agreement amends the terms upon which Poplar Creek will acquire the
oil and gas interests earned by ELM pursuant to the Original Agreement, and
ensures that under no circumstances will a control person of Poplar Creek be
created as a result of the proposed Liquidity Events, as defined in the Original
Agreement. Pursuant to the Amendment Agreement, the aggregate number of units of
Poplar ("Units") to be issued in satisfaction of the purchase price for the oil
and gas assets acquired by ELM shall not exceed 105,000,000 Units at a deemed
price of $0.29 per Unit. Each Unit shall be comprised of one fully paid and
non-assessable common share of Poplar (a "Poplar Share") and one-fifth of one
Poplar Share purchase warrant ("Warrant"). Each whole Warrant will entitle the
holder, for a period of 90 days from the date of issue, to acquire one fully
paid and non-assessable Poplar Share at a price equal to $0.29. In the event the
aggregate purchase price for the Liquidity Events exceeds $30,450,000, the
amount of such overage shall be paid by Poplar Creek in cash.


Where the issuance of Units in fulfillment of the purchase price for a Liquidity
Event (the "Purchase Price") would result in the creation of a new control
person (as defined in TSX Venture Policy 1.1) of Poplar Creek (a "Poplar Control
Person"), ELM may elect to either receive the maximum number of Units that may
be issued to it without creating a new Poplar Control Person, with the balance
of the Units (the "Unpaid Units") issuable in satisfaction of the Purchase Price
being issued upon completion of the following Liquidity Event, or the maximum
number of Units that may be issued to it without creating a new Poplar Control
Person, with the balance of the Purchase Price to be paid in cash.


In the event that Poplar Creek does not have the funds to pay the cash portion
of the Purchase Price, Poplar Creek will use its commercially reasonable efforts
to raise or obtain such funds on terms satisfactory to ELM, acting reasonably.
If notwithstanding its commercially reasonable efforts Poplar Creek is unable to
raise or obtain such funds on terms satisfactory to ELM, it will use its
commercially reasonable efforts to obtain, as soon as practicable, TSX Venture
Exchange (the "Exchange") and shareholder approval for the payment of the entire
Purchase Price by the issuance of Units.


In the event that notwithstanding its commercially reasonable efforts Poplar
Creek is unable to obtain Exchange and shareholder approval, ELM may elect to
complete the Liquidity Event, in which case Poplar Creek shall remain indebted
to ELM for the cash portion of the Purchase Price to be paid upon closing of the
Liquidity Event until such payment is made, or not complete the Liquidity Event
and retain the oil and gas interests.


The completion of any proposed Liquidity Event is subject to receipt of all
necessary regulatory approvals, including but not limited to Exchange approval
of the issuance of Units to ELM in exchange for oil and gas interests earned by
ELM pursuant to the Original Agreement.


Forward-looking statements:

Certain information set forth in this news release contains forward-looking
statements and information ("forward-looking statements"). More particularly,
this news release contains statements concerning the purchase and sale of oil
and gas interests earned by ELM pursuant to the Original Agreement. By their
nature, forward-looking statements are subject to numerous risks and
uncertainties, some of which are beyond Poplar Creek's control, including the
impact of general economic conditions, industry conditions, volatility of
commodity prices, currency fluctuations, imprecision of reserve estimates,
environmental risks, competition from other industry participants, the lack of
availability of qualified personnel or management, stock market volatility,
exchange and shareholder approvals and ability to access sufficient capital from
internal and external sources. Readers are cautioned that the assumptions used
in the preparation of such information, although considered reasonable at the
time of preparation, may prove to be imprecise and, as such, undue reliance
should not be placed on forward-looking statements. Poplar Creek's actual
results, performance or achievement could differ materially from those expressed
in, or implied by, these forward-looking statements and, accordingly, no
assurance can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so what benefits Poplar
Creek will derive therefrom. More detailed information about potential factors
that could affect actual results is included in the documents filed from time to
time by Poplar Creek on www.sedar.com. Furthermore, the forward-looking
statements contained in this document are made as of the date of this document
and, except as required by applicable law, Poplar Creek does not undertake any
obligation to publicly update or to revise any of the included forward-looking
statements, whether as a result of new information, future events or otherwise.
The forward-looking statements contained in this document are expressly
qualified by this cautionary statement.


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

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