PetroWorth Resources Inc.
CNSX : PTW
FRANKFURT : T3F

PetroWorth Resources Inc.

May 28, 2013 08:37 ET

Giant Exploration Inc. and PetroWorth Resources Inc. Announce Entering into of Claims Purchase Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 28, 2013) - Giant Exploration Inc. ("Giant") and PetroWorth Resources Inc. (CNSX:PTW) (FRANKFURT:T3F) ("PetroWorth) are pleased to announce the entering into of a claims purchase agreement dated May 24, 2013 (the "Purchase Agreement") between the two companies pursuant to which PetroWorth has agreed to purchase from Giant 695 mineral claims located in the Province of Québec, representing all or substantially all of the assets of Giant, in exchange for the issuance of 32,360,948 common shares in the capital of PetroWorth and the assumption by PetroWorth of substantially all of Giant's current debt.

The Purchase Agreement contemplates that upon closing of the transaction David Stadnyk will be appointed President and Chief Executive Officer of PetroWorth and Michael Hopkinson will be appointed Chief Financial Officer. Upon closing, George Tsafalas, David Stadnyk and Marc Eckardt will join the board of PetroWorth. The Purchase Agreement is also subject to certain approvals from the shareholders of Giant and satisfaction of other usual conditions for transactions of this kind.

Giant will hold a special meeting of shareholders on June 21, 2013 to approve the sale of all or substantially all of its assets as well as certain other matters. PetroWorth will hold its annual and special meeting of shareholders on June 24, 2013. Giant currently expects to distribute the PetroWorth shares to its shareholders of record as of June 24, 2013.

In April 2013 Giant and PetroWorth had announced the companies had entered into an agreement in respect to a potential merger between the two companies. This agreement was terminated on May 24, 2013 to permit the parties to enter into the Purchase Agreement.

PetroWorth is a junior oil and gas exploration company with properties in Alberta and Eastern Canada.

Giant is a private company exploring for gold, silver and copper in the Abitibi Greenstone Belt in Québec, Canada.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Certain statements contained herein constitute forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Giant and PetroWorth believe the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this report should not be unduly relied upon. Neither Giant nor PetroWorth undertakes any obligation to publicly update or revise any forward-looking statements, except as required by applicable laws.

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