PrairieSky Closes Royalty Acquisition and Bought Deal Equity Financing

CALGARY, ALBERTA--(Marketwired - Jan. 6, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.

PrairieSky Royalty Ltd. ("PrairieSky" or the "Company") (TSX:PSK) is pleased to announce it has completed its previously announced acquisition of a 4% Gross Overriding Royalty on current and future phases of Pengrowth Energy Corporation's Lindbergh SAGD thermal oil project, as well as seismic over certain lands in British Columbia and Alberta, for total cash consideration of $250 million.

The Company also completed the previously announced bought deal offering of common shares (the "Offering"). Pursuant to the Offering, the Company issued 9,200,000 common shares (including 1,200,000 common shares issued pursuant to the exercise in full of the over-allotment option granted to the underwriters) at a price of $31.40 per common share, for aggregate gross proceeds of approximately $288.9 million. The syndicate of underwriters was led by TD Securities Inc. as the sole bookrunner and co-led by CIBC Capital Markets.

The common shares issued from the Offering will be eligible to receive the dividend for the month of January 2017, which is expected to be paid on or about February 15, 2017 to shareholders of record on January 31, 2017.

The securities of PrairieSky 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. Accordingly, these securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of PrairieSky's common shares in the United States.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements including statements concerning the future declaration and payment of dividends. Dividends are declared and paid at the discretion of the Board of Directors, are subject to a number of conditions and are not guaranteed. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond PrairieSky's control. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. PrairieSky'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 so, what benefits that PrairieSky will derive therefrom.

The information in this press release could differ materially from those anticipated in the forward-looking statements as a result of the risk factors set forth in PrairieSky's annual information form for the year ended December 31, 2015 and PrairieSky's final short form prospectus dated December 23, 2016, each of which is available under PrairieSky's profile on SEDAR at www.sedar.com.

Further, any forward-looking statement is made only as of the date of this press release, and PrairieSky undertakes no obligation to update or revise any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by applicable securities laws. New factors emerge from time to time, and it is not possible for PrairieSky to predict all of these factors or to assess in advance the impact of each such factor on PrairieSky's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The forward-looking information contained in this document is expressly qualified by this cautionary statement.

ABOUT PRAIRIESKY ROYALTY LTD.

PrairieSky is a royalty-focused company, generating royalty revenues as petroleum and natural gas are produced from its properties. PrairieSky has a diverse portfolio of properties that have a long history of generating free cash flow and that represent the largest and most concentrated independently-owned fee simple mineral title position in Canada. PrairieSky's common shares trade on the Toronto Stock Exchange under the symbol PSK.