Probe Resources Ltd.
TSX VENTURE : PBR

Probe Resources Ltd.

November 16, 2010 20:11 ET

Probe Announces Expiration of Debt Restructuring Agreement, Engagement of a Restructuring Agent, Filing of Chapter 11 Bankruptcy, and Provides Operational Update

THE WOODLANDS, TEXAS--(Marketwire - Nov. 16, 2010) - Probe Resources Ltd. (TSX VENTURE:PBR) (the "Company" or "Probe") announces that the Company's Debt Restructuring Agreement (the "DRA") which became effective on August 31, 2009 (see news release dated September 21, 2009) has expired and, accordingly, the Company's Board of Directors has appointed a restructuring agent to assist with the Company's restructuring efforts. Additionally, the Company's U.S. subsidiaries have filed voluntary Chapter 11 petitions in U.S. Bankruptcy Court.

DEBT RESTRUCTURING AGREEMENT

The DRA was established to schedule repayment of the Company's outstanding past due trade payables and credit agreements in an orderly manner consistent with monthly collected revenues, following deduction for well and lease operating costs, transportation payments and royalty payments as well as general and administrative expenses of the Company. The amended DRA expired on October 15, 2010 and did not have established renewal or extension provisions for outstanding balances at the time of expiration. As a result of the expiry of the DRA, the Company's Forbearance Agreement with its primary lender has also expired resulting in modifications to the cash management process that has been in place since August 31, 2009. The Company's primary lender has also exercised its right to take control over funds in the respective control accounts of Probe's operating subsidiaries.

CHIEF RESTRUCTURING OFFICER APPOINTMENT

Probe's Board of Directors has formally engaged Energy Spectrum Advisors Inc. ("ESA") as the Company's exclusive financing advisor and restructuring agent. ESA will immediately undertake a restructuring plan on behalf of Probe in the best interests of the Company and its stakeholders.

Also as part of its terms of engagement, Coy Gallatin, Senior Vice President of ESA will act as Chief Restructuring Officer of the Company effective immediately. Mr. Gallatin has been an advisory professional with ESA since 2008. Prior to joining ESA, Mr. Gallatin served three years as Executive Vice President and manager of Energy Lending for Bank of Texas, an affiliate of BOK Financial. In addition, he has served as manager of other BOK Financial affiliated energy groups. Mr. Gallatin brings with him over 25 years of experience with financial institutions in various energy-related fields, including all of the major mid-continent markets.

CHAPTER 11 FILING

The Company's U.S. subsidiaries today filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas in Houston, Texas. Probe and its subsidiaries will continue to operate their businesses and manage their properties as debtors in possession.

The bankruptcy filing follows the expiration of the DRA and Forbearance Agreements, and the resulting sweep of all unrestricted cash accounts by the Company's primary lender. In addition, the emergency cash fund held in restricted accounts by the Creditors' Agent under the DRA was disbursed to creditors. This left the Company with no operating cash. Management and its primary lender had previously proposed several restructuring plans that were initially agreed to by both secured and unsecured creditors, but none of the plans were executed. Ultimately, the primary lender and Creditors' Agent indicated to Management that no further plans would be considered in absence of a Bankruptcy filing.

"The loss of all cash flow as a result of Hurricane Ike, unprecedented declines in commodity prices, the mechanical failure of the EC 37 A-2 well, and difficulty in accessing affordable capital have resulted in the Company's current situation. We are hopeful that the restructuring of the Company through the Bankruptcy process will result in the ability to fully realize the significant value of the Company's undeveloped assets," stated Scott Broussard, Probe's Chief Executive Officer and Chairman of the Board.

OPERATIONAL UPDATE

The Company provides an operational update on its development activities in the Gulf of Mexico as follows:

High Island 115

After an extended shut in due to decommissioning of the host processing platform in HI 71, related disconnection of the sales export pipeline, and installation of production facilities, the High Island B-1 Sidetrack well recommenced production in July 2010 and is currently producing approximately 6.5 MMCF/D. Probe, non-operator of the well, currently owns a 27.50% working interest ("WI") and 22.06% net revenue interest ("NRI") in the well.

East Cameron 36

The EC 36 A-1 well continues to produce at a gas rate of 5.7 MMCF/D with a condensate rate of 50 BCPD and flowing tubing pressure of 2,310 psi. Probe is the operator and holds a 52% WI and a 35.62% NRI prior to project payout ("BPPO"). Petrodome EC, LLC owns a 44% WI and 32.10% NRI BPPO.

East Cameron 37

Remediation efforts have been unsuccessful in resolving the mechanical issues in the EC 37 A-2 well. The Company is evaluating its plans to plug back to a gas bearing sand in the current well bore. The well may ultimately be sidetracked to re-capture Rob L reserves and to evaluate deeper objectives. The Company holds a 52% WI and 35.36% NRI BPPO. Petrodome EC, LLC owns a 44% WI and 32.10% NRI BPPO.

East Cameron 246

The EC 246 #2 well was drilled, cased, and suspended in 2008. Probe is reviewing its plans to complete the development of the discovery early in 2011. The development consists of the installation of production facilities, an export pipeline, and completion of the well. The expected gross production rate from this formation is 8-12 MMCF/D plus associated condensate. Probe's independent reserve engineers estimated probable reserves of 11.1 BCF gas and 5,600 BBLS condensate. Probe is operator and currently holds a 90% WI and a 61.60% NRI in the EC 246 Well #2 BPPO. The ultimate restructuring plan will address potential sources of funding required to complete the development of the discovery.

South Timbalier 214

The ST 214 #A-6 Sidetrack well is currently producing at a nominal gas rate of 2.0 MMCF/D and condensate rate of 20 BCPD. It also produces approximately 2,250 BWPD. The well has produced approximately 10.5 BCF of gas and 117,000 barrels of condensate to date. Production has significantly exceeded the projected proved reserve estimates conducted by Probe's independent reservoir engineers at the time of initial production. The independent reserve engineers are currently updating the reserve estimates to reflect actual production. Probe is the operator and holds a 100% WI and 68.50% NRI BPPO.

South Timbalier 198

Probe will be evaluating plans to drill the ST 198 A-7 Sidetrack 2 well. The lease was acquired in 2009 subsequent to purchasing the platform used to develop the ST 214 A-6 Sidetrack well. Probe's independent reserve engineers have estimated approximately 9.3 BCF gas and 167,000 BBLS condensate as proved undeveloped reserves and 8.7 BCF gas and 212,000 BBLS condensate as probable reserves with the potential for additional reserves in other categories. Probe is currently seeking a joint venture partner to facilitate the drilling and completion of a sidetrack of an existing well on the platform to develop these reserves. The ultimate restructuring plan will address potential sources of capital required to fund Probe's share of completion costs. Probe is operator and currently holds a 100% WI and 70% NRI in the lease.

The foregoing approximations are estimates only based on available technical data and are not contained in a compliant National Instrument 51-101 reserve report and therefore should not be relied upon in making any investment decision. As part of its annual fiscal reporting requirement, Probe has engaged its independent engineering firm to complete a National Instrument 51-101 report with respect to the possible additional reserves which will be filed publicly as soon as such report is available. In addition to the risks with respect to the completion of the reserve report, Probe will require funding in order to develop any additional reserves.

ABOUT PROBE RESOURCES LTD.

The Company, along with its wholly-owned subsidiaries 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.

ABOUT ENERGY SPECTRUM ADVISORS INC.

ESA was founded in 1997 to provide high-quality, focused oil & gas property sales and private capital placement advisory services to energy companies focused on the upstream oil and gas sector. Since 1997, ESA has closed more than 90 transactions with a total aggregate transaction value exceeding $5.0 billion.

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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