PanTerra Announces Closing of $130 Million Bought Deal Financing of Subscription Receipts

CALGARY, ALBERTA--(Marketwired - June 27, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PanTerra Resource Corp. ("PanTerra" or the "Corporation") (TSX VENTURE:PRC) is pleased to announce that it has closed its previously announced bought deal financing of subscription receipts of the Corporation (the "Subscription Receipts") with a syndicate of underwriters co-led by Desjardins Capital Markets and TD Securities Inc. (together, the "Co-Lead Underwriters") and including Raymond James Ltd., Beacon Securities Limited, Haywood Securities Inc., CIBC World Markets Inc. and Clarus Securities Inc., whereby the Corporation issued 500,000,000 Subscription Receipts at a price of $0.26 per Subscription Receipt for aggregate gross proceeds of $130.0 million (the "Offering"). The gross proceeds from the Offering will be held in escrow and will be released to the Corporation upon completion of its $120 million acquisition of certain natural gas assets (the "Acquisition"), as described in further detail below. The Acquisition is currently anticipated to close on or about July 31, 2014. For further information regarding the Acquisition, please see the press release of the Corporation dated June 12, 2014.

The Subscription Receipts were issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") between the Corporation, the Co-Lead Underwriters and a trust company, as escrow agent. Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Offering will be held in escrow pending delivery of notice (the "Release Notice") of all conditions to the completion of the Acquisition (other than the payment of the purchase price) being met (the "Escrow Release Conditions"). If: (i) all conditions to the completion of the Acquisition (other than the payment of the purchase price) are not met on or before 5:00 p.m. (Calgary time) on August 15, 2014; (ii) the purchase and sale agreement dated June 11, 2014 providing for the Acquisition is terminated at an earlier time; or (iii) the Corporation advises the Co-Lead Underwriters, or announces to the public, that it does not intend to proceed with the Acquisition, holders of Subscription Receipts will receive a cash amount equal to the offering price of the Subscription Receipts and any interest that was earned thereon during the term of escrow, less any applicable withholding taxes.

Each Subscription Receipt will entitle the holder thereof to receive one common share of the Corporation (a "Common Share"), without any further payment or action on the part of the holder, upon the Escrow Release Conditions having been satisfied and the earlier of: (i) four months and a day after the closing of the Offering, being October 28, 2014; and (ii) upon the issuance of a final passport decision document evidencing a receipt on behalf of each of the securities regulatory authorities in each of the provinces of Canada in which Subscription Receipts were sold (the "Qualifying Provinces"), pursuant to Multilateral Instrument 11-102 - Passport System (the "Final Receipt") for a final prospectus (the "Prospectus") qualifying the Common Shares underlying the Subscription Receipts.

The Corporation has agreed to use its reasonable commercial efforts to file the Prospectus qualifying the Common Shares to be issued upon the exercise of the Subscription Receipts in each of the Qualifying Provinces and obtain the Final Receipt within 30 days from the date of delivery of the Release Notice.

The Offering is subject to the final approval of the TSX Venture Exchange (the "TSXV").

About PanTerra

PanTerra is a junior public oil and gas company listed on the TSXV under the symbol "PRC", with conventional and unconventional assets in Western Canada. The technical team has worked together for over a decade in the Foothills Region of Western Canada, through two successful, publicly traded companies. The unique skills and repeat success at exploiting a complex, potentially prolific play type are fundamental ingredients for a successful growth-oriented company in Western Canada. Corporation information can be found at: www.panterraresource.com.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, in any province or territory of Canada or in any other jurisdiction. The securities to be offered 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 U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.

NEITHER 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This press release contains certain statements or disclosures relating to PanTerra, the Acquisition and the Offering that are based on the expectations of PanTerra as well as assumptions made by and information currently available to PanTerra which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that PanTerra anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other comparable terminology. In particular, this press release makes reference to the issuance of Common Shares issued on the exercise of the Subscription Receipts, the use of proceeds of the Offering, the expected completion of the Acquisition and the filing of the Prospectus to qualify the Common Shares issued on the exercise of the Subscription Receipts. Readers are cautioned that there is no assurance that the transactions referenced herein will proceed. Certain conditions must be met before the Acquisition can be completed. Such conditions include the receipt of all necessary regulatory approvals, including the approval of the TSXV. There is no assurance that the required approvals will be received and there is therefore no assurance that the Acquisition will be completed in the time frame anticipated or at all. If the Acquisition is not completed, this could have an adverse effect on the Corporation. Many factors could cause the performance or achievement by PanTerra to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include the failure to obtain the required approvals, including approval of the TSXV. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The Corporation is not under any duty to update any of the forward-looking statements after the date of this press release or to conform such statements to actual results or to changes in the Corporation's expectations and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.