TriOil Resources Ltd. has entered into an agreement with ORLEN Upstream s.p. z o.o. pursuant to which ORLEN Upstream, through a wholly owned subsidiary ORLEN Upstream International B.V. registered in the Netherlands ("ORLEN Upstream International"), has agreed to purchase all of the issued and outstanding class A common shares of the Company (the "Common Shares") at a cash price of C$2.85 per Common Share for total cash consideration of $183.7 million.

The transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement").

The consideration offered for the Common Shares pursuant to the Arrangement represents a 31% premium over the 10 day weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") up to July 2, 2013, the trading day before TriOil announced that it had entered into exclusive negotiations with another party in connection with its previously announced strategic alternatives process.

Tags: TriOil Resources Ltd.