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Polish Company PKN ORLEN to acquire an upstream company TriOil Resources in Canada 2013.09.18

Calgary, Alberta, Canada and Warsaw, Poland - September 16, 2013 - PKN ORLEN S.A., through its subsidiary ORLEN Upstream Sp. z o.o. has entered into an arrangement agreement with TriOil Resources Ltd., a Canadian company listed on the TSX Venture Exchange, which will initiate the acquisition of TriOil. PKN ORLEN has agreed with TriOil to acquire 100% of the shares of the company for CAD 2.85 per share, representing total cash consideration of approximately $183.7 million. The offer has been accepted by the Board of Directors of TriOil, and will be considered by the shareholders of TriOil at the meeting of shareholders in November 2013.

Courtesy of ORLEN Upstream

Calgary, Alberta, Canada and Warsaw, Poland - September 16, 2013

PKN ORLEN S.A. (“PKN ORLEN”, the “Company”), through its subsidiary ORLEN Upstream Sp. z o.o. (“ORLEN Upstream”) has entered into an arrangement agreement with TriOil Resources Ltd. (“TriOil”), a Canadian company listed on the TSX Venture Exchange, which will initiate the acquisition of TriOil.

PKN ORLEN has agreed with TriOil to acquire 100% of the shares of the company for CAD 2.85 per share, representing total cash consideration of approximately $183.7 million

The offer has been accepted by the Board of Directors of TriOil, and will be considered by the shareholders of TriOil at the meeting of shareholders in November 2013.

Courtesy of ORLEN
The proposed transaction fits into PKN ORLEN’s strategy and accelerates the development of its hydrocarbon exploration and production segment.

The arrangement is the first step in the acquisition process.

The closing of the transaction will require approval by the TriOil shareholders, who will make the relevant decision at the meeting of shareholders planned for November 2013.

Courtesy of ORLEN
Prior to making the offer, PKN ORLEN, supported by its advisers, performed a detailed due diligence examination of TriOil’s assets and its financial, tax, legal, technical, and environmental situation.

The outstanding debt of TriOil as at June 30, 2013, including the working capital deficit, was $56.4 million resulting in a total transaction value, or enterprise value of TriOil, of approximately $240.1 million (assuming the exercise of all in-the-money options of TriOil).

Courtesy of ORLEN Upstream
ORLEN Upstream is a 100% subsidiary of PKN ORLEN S.A.
("PKN ORLEN"), one of the largest petroleum and petrochemical corporations in Central and Eastern Europe and the largest in Poland.

PKN ORLEN operates 3 petrochemical plants, 7 refineries with the total processing capacity approximately 600 thousand barrels per day and a retail gas station network comprising approximately 2,700 outlets offering services in Poland, Germany, the Czech Republic and Lithuania.

Courtesy of ORLEN Upstream
As at and for the year ended December 31, 2012, PKN ORLEN reported consolidated revenue of approximately C$38.5 billion and consolidated assets of approximately C$16.9 billion.

PKN Orlen is one of the blue chip stocks traded on the Warsaw Stock Exchange and its market capitalization as of September 13, 2013 was approximately C$6 billion.

Courtesy of ORLEN Upstream
ORLEN Upstream was established to implement PKN ORLEN's strategy regarding exploration and production of hydrocarbons.

ORLEN Upstream also holds licences for onshore oil and gas exploration throughout Poland and interests in offshore licences at the Latvian shelf of the Baltic Sea.

Dariusz Jacek Krawiec, President & Chief Executive Officer, PKN ORLEN S.A.
Courtesy of ORLEN
“In our view, TriOil is an optimal acquisition target. If the transaction is successfully completed, we will gain access to producing fields and will diversify our asset portfolio geographically. It also offers an opportunity for the transfer of know-how from the mature and technologically advanced Canadian market,”
Jacek Krawiec, PKN ORLEN’s CEO, said.
“Further, we continue to retain our strong commitment to shale gas exploration projects in Poland. We have just completed our eighth well and are preparing for another hydraulic fracturing operation at Berejów in the Lublin region.”

Courtesy of ORLEN Upstream
TriOil has built its asset portfolio in areas with many years’ history of production activity, mainly in the Canadian province of Alberta where it has three developments: Cardium development at Lochend, Dunvegan development at Kaybob, and Montney development at Pouce Coupe.

Courtesy of ORLEN Upstream
Using horizontal drilling and new multi-stage fracturing technologies, TriOil gained access to new resources, and commenced production from these fields in 2010.

TriOil’s total production capacity is approximately 20m boe (2P, proven and probable reserves).

Courtesy of ORLEN
The past few years have been a period of intense growth for TriOil.

In 2012, its hydrocarbon production increased by 65% year over year.

In the first two quarters of 2013, its average daily production doubled over the corresponding period of 2012, reaching approximately 4,000 boe.

Courtesy of ORLEN
Over the past few years TriOil has taken steps to expand the areas in which it has working interests, with TriOil’s principal operations now spanning some 3,500 square kilometres, including 1,100 square kilometres of hydrocarbon formations from which it produces both oil and natural gas.

From left: Wiesław Prugar, ORLEN Upstream’s CEO and Jacek Krawiec, PKN ORLEN’s CEO.
Courtesy of ORLEN Upstream
“The acquisition of TriOil Resources will position PKN ORLEN as an oil and gas producer. It will expand our upstream project execution capabilities and give us a chance to operate on international markets. TriOil represents not only attractive assets, but also a team of professionals with unique expertise, which will be essential to achieving synergies as part of our current projects as well as search for further growth opportunities,”
commented Wiesław Prugar, ORLEN Upstream’s CEO.

Courtesy of ORLEN


Peters & Co. Limited is acting as a financial advisor to the Special Committee of the Board of Directors of TriOil in the transaction.

GMP Securities L.P. and Dundee Securities Ltd. are acting as financial advisors to the Board of Directors of TriOil.

A copy of the fairness opinion will be included in the information circular to be sent to TriOil shareholders for the special meeting to be called to consider the Arrangement.

TriOil trades on the TSX Venture Exchange under the symbol "TOL".

As of September 13, 2013, there are approximately 64.0 million shares issued and outstanding (70.1 million fully diluted).

TriOil is a Calgary, Alberta based company engaged in the exploration, development and production of petroleum and natural gas.

Courtesy of ORLEN

For further information:

Russell J. Tripp, President & CEO, TriOil Resources Ltd.

Cheryne Lowe, VP Finance & CFO, TriOil Resources Ltd.

Andrew Wiacek, VP Exploration, TriOil Resources Ltd.

Corporate Phone: (403) 265-4115

Contacts info

TriOil Resources Ltd.
10th Floor, 355 - 4th Avenue SW
Calgary, Alberta T2P 0J1
(403) 265-4115
Landowner enquiries:
Laurie Agate
(403) 781-1182

Warsaw Office

Phone: +48 22 77 80 110
Phone: +48 22 77 80 091
Phone: +48 22 77 80 109
Plock Office
Phone: +48 24 256 92 92
Phone: +48 24 256 92 93
Fax: +48 24 365 53 93

ORLEN Upstream Sp z o.o.
Przyokopowa 31
01-208 Warszawa
Phone: +48 22 778 02 00
Fax.: +48 22 395 49 69
E-mail: upstream@orlen.pl  


TriOil Resources Ltd.




ORLEN Upstream Sp. z o.o.


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