Parex Resources Announces Exercise of Over Allotment Option

CALGARY, ALBERTA--(Marketwire - May 31, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Parex Resources Inc. ("Parex" or the "Company") (TSX VENTURE:PXT)(TSX VENTURE:PXT.R)(TSX VENTURE:PXT.DB), is pleased to announce the exercise in full of the over allotment option which was granted to a syndicate of underwriters co-led by FirstEnergy Capital Corp. and Scotia Capital Inc., and including Haywood Securities Inc., CIBC World Markets Inc., Peters & Co. Limited, Raymond James Ltd., RBC Capital Markets and TD Securities Inc. (collectively, the "Underwriters"), in connection with its previously announced bought deal financing (the "Offering"), of 27.0 million subscription receipts of Parex (the "Subscription Receipts") at CDN$7.00 per Subscription Receipt for gross proceeds of CDN$189.0 million and CDN$85.0 million aggregate principal amount of 5.25% extendible convertible unsecured subordinated debentures (the "Debentures") of Parex for total combined gross proceeds of CDN$274.0 million. Pursuant to the exercise of the over allotment option, Parex has issued an additional 4.05 million Subscription Receipts at CDN$7.00 per Subscription Receipt for gross proceeds of CDN$28.35 million, which increases the total gross proceeds of the Offering to CDN$302.35 million.

The net proceeds of the Offering will be used to fund the cash purchase price of the previously announced acquisition (the "Acquisition") of a company which will hold the 50% interest Parex does not already own in four Llanos Basin blocks in Colombia, including the Kona discovery on Block LLA-16, for total consideration of US$255 million and to fund transaction costs relating to the Acquisition. Any remaining funds will be retained as available working capital. The Acquisition is expected to close on or about June 29, 2011 and is subject to customary transaction closing adjustments and the satisfaction of customary closing conditions and approvals.

If the Acquisition is completed prior to July 15, 2011 (the "Acquisition Deadline"), each Subscription Receipt will automatically be exchanged for one common share of Parex without any further action on the part of the holder and without payment of additional consideration and the maturity date of the Debentures will be automatically extended from the initial maturity date of July 15, 2011 to June 30, 2016.

If the Acquisition is not completed prior to the Acquisition Deadline, the Acquisition is terminated prior to the Acquisition Deadline, or the Corporation provides notice to the Underwriters or announces to the public prior to the Acquisition Deadline that it does not intend to proceed with the Acquisition (the earliest to occur being the "Termination Time"), then holders of Subscription Receipts shall be entitled to receive an amount per Subscription Receipt equal to the offering price of the Subscription Receipts and a pro rata share of interest earned thereon. In addition, if the Termination Time occurs, the Debentures will mature on July 15, 2011 and the holders shall be entitled to receive the principal amount of the Debentures at par together with all accrued and unpaid interest thereon.

This press release is not an offer to sell or a solicitation of an offer to buy the Subscription Receipts and Debentures in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities law. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements.

Corporate Overview

Parex, through its direct and indirect subsidiaries, is engaged in oil and natural gas exploration, development and production in South America and the Caribbean region. Parex is conducting exploration activities on its 595,000 acre holdings in the Llanos Basin of Colombia and 223,500 acre holdings onshore Trinidad. Parex is headquartered in Calgary, Canada.

Advisory on Forward Looking Statements

Certain information regarding Parex set forth in this document contains forward-looking statements that involve substantial known and unknown risks and uncertainties. The use of any of the words "plan", "expect", "prospective", "project", "intend", "believe", "should", "anticipate", "estimate" or other similar words, or statements that certain events or conditions "may" or "will" occur are intended to identify forward-looking statements. Such statements represent Parex's internal projections, estimates or beliefs concerning, among other things, future growth, results of operations, production, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, plans for and results of drilling activity, environmental matters, business prospects and opportunities. These statements are only predictions and actual events or results may differ materially. Although the Company's management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Parex's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Parex.

In particular, forward-looking statements contained in this document include, but are not limited to, statements concerning the Offering and the Acquisition, including the timing of closing of the Acquisition; regulatory and other approvals required for the Acquisition; and the use of proceeds from the Offering.

These forward-looking statements are subject to numerous risks and uncertainties, including but not limited to, the impact of general economic conditions in Canada, Colombia and Trinidad & Tobago; industry conditions including changes in laws and regulations including adoption of new environmental laws and regulations, and changes in how they are interpreted and enforced, in Canada, Colombia and Trinidad & Tobago; competition; lack of availability of qualified personnel; the results of exploration and development drilling and related activities; obtaining required approvals of regulatory authorities, in Canada, Colombia and Trinidad & Tobago; risks associated with negotiating with foreign governments as well as country risk associated with conducting international activities; volatility in market prices for oil; fluctuations in foreign exchange or interest rates; environmental risks; changes in income tax laws or changes in tax laws and incentive programs relating to the oil industry; ability to access sufficient capital from internal and external sources; risk that the board of directors of Parex determines that it would be in the best interests of Parex to deploy the proceeds of the Offering for some other purpose; failure to receive all required regulatory and other approvals for the Acquisition; and other factors, many of which are beyond the control of the Company. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could effect Parex's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

Although the forward-looking statements contained in this document are based upon assumptions which Management believes to be reasonable, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this document, Parex has made assumptions regarding: receipt of regulatory and other approvals for the Offering and the Acquisition; current commodity prices and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future exchange rates; the price of oil; the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment; effects of regulation by governmental agencies; royalty rates, future operating costs, and other matters. Management has included the above summary of assumptions and risks related to forward-looking information provided in this document in order to provide shareholders with a more complete perspective on Parex's current and future operations, the Acquisition and the Offering and such information may not be appropriate for other purposes. Parex'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, what benefits Parex will derive there from. These forward-looking statements are made as of the date of this document and Parex 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.