Probe Resources Ltd.
TSX VENTURE : PBR

Probe Resources Ltd.

September 21, 2009 09:15 ET

Probe Resources Ltd.: CFO Appointment and Debt Restructuring Agreement

THE WOODLANDS, TEXAS--(Marketwire - Sept. 21, 2009) - Probe Resources Ltd. (TSX VENTURE:PBR) (the "Company" or "Probe") is pleased to announce the appointment of a new Chief Financial Officer. The Company, through its operating subsidiaries Probe Resources US LTD and Probe ST 214 LTD, also announces that it has entered into a Debt Restructuring Agreement (the "DRA") for retirement of its outstanding trade and secured debt, which replaces the Interim Creditor Agreement (the "ICA") previously announced.

CFO Appointment

The Company has appointed Mr. Richard W. FitzGerald as its new Chief Financial Officer. Mr. FitzGerald replaces Paul A. Diven, who will now serve as Controller of the Company.

Mr. FitzGerald has over 30 years of financial and accounting experience primarily in the energy industry. He was the Chief Financial Officer of HMT Inc., Eagle Rock Energy Partners, L.P. (EROC), Natco Group Inc (NTG) and the former Universal Compression Inc. (UCO). His experience includes capital structure development including initial public equity offers, merger and acquisition evaluations and integration, corporate risk management, human resources, accounting, income tax, internal audit, treasury, cash management, information technology and investor relations. Mr. FitzGerald started his career in Chicago, IL with Arthur Andersen. He obtained is B.S. in accounting from the University of Illinois and his MBA from DePaul University. He has earned certificates in Accounting (CPA), Management Accounting (CMA) and Financial Planning (CFP).

Debt Restructuring Agreement

The DRA replaces and supersedes the previously announced ICA. The DRA schedules repayment of the Company's trade payables in an orderly manner consistent with anticipated revenues, following deduction for general and administrative as well as lease operating expenses of the Company.

Under the terms of the DRA, repayment will be made to all trade creditors with interest at an annual rate of 10%. The Company also agreed to restrictions on the sale of certain Company assets. The Company projects all creditors would be paid by Q3 2010, presuming revenues and expenses continue at current levels. In the event of a rise (or decline) in the price of natural gas, the repayment schedule self adjusts. A Creditors' Committee was formed under the DRA to resolve future issues, and a Creditors' Agent has been selected by the Creditors' Committee to oversee payments by the Company. The DRA authorizes the Creditors' Committee to manage not only repayment of existing obligations, but also to ensure the Company stays current on future payables.

The Company is extremely pleased with the completion of the DRA and the security that it brings to the Company in terms of developing its ongoing business in the Gulf of Mexico.

About Probe Resources Ltd.

The Company, along with its wholly-owned subsidiary Probe Resources US Ltd. located in The Woodlands, Texas, is an oil and natural gas exploration and production company focused on generating, acquiring, developing, and operating drilling prospects within the Texas and Louisiana Outer Continental Shelf of the Gulf of Mexico.

ON BEHALF OF PROBE RESOURCES LTD.

Scott Broussard, Chief Executive Officer and Chairman of the Board

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Statements in this press release may contain forward-looking information including expectations of future operations (including drill rig commitments and use of proceeds), commerciality of any gas discovered, production rates, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income and oil taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. These risks include, but are not limited to, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in exploration, development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, or reservoir performance, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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