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Press release from Marketwire

PetroBakken Announces Proposed US$750 Million Offering of Senior Unsecured Notes

Wednesday, January 18, 2012

PetroBakken Announces Proposed US$750 Million Offering of Senior Unsecured Notes06:45 EST Wednesday, January 18, 2012CALGARY, ALBERTA--(Marketwire - Jan. 18, 2012) -NOT FOR DISSEMINATION IN THE UNITED STATES OR RELEASE OVER UNITED STATES WIRE SERVICESPetroBakken Energy Ltd. ("PetroBakken" or the "Company") (TSX:PBN), today announces that we plan to commence, subject to market conditions, a private placement offering of US$750 million aggregate principal amount of senior notes due 2020 (the "Notes"). The Notes will be senior unsecured obligations and guaranteed on a senior basis by each of the Company's subsidiaries who are guarantors under our senior secured credit facility and certain future subsidiaries. A portion of the net proceeds from the proposed offering of Notes will be used to fund our tender offer for up to US$450 million aggregate principal amount of our outstanding 3.125% convertible bonds due 2016, which was also announced today, with remaining proceeds used to repay indebtedness under our senior secured credit facility. The Notes offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The senior unsecured notes will be offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons under Regulation S. In Canada, the Notes will be offered and sold on a private placement basis in certain provinces to certain accredited investors.Concurrent with the Notes offering PetroBakken has requested that our existing senior secured credit facility be increased by $150 million, providing for total credit availability of $1.5 billion, with a maturity date of June 2, 2014. As at December 31, 2011, we had $1.2 billion drawn on this credit facility.This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. Nothing in this press release shall be construed as an offer to purchase the convertible bonds.Certain information provided in this press release constitutes forward-looking statements. Specifically, this press release contains forward-looking statements relating to the completion of the offering of Notes and the use of proceeds of the Notes, including the proposed future repurchase of convertible bonds. The forward-looking statements are based on certain key expectations and assumptions, including expectations and assumptions concerning the market conditions and the ability to complete the proposed transactions. Although we believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because we can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with general economic and market conditions impacting the successful completion of the offering of notes and repurchase of convertible debentures on acceptable terms. Except as may be required by applicable securities laws, PetroBakken assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.FOR FURTHER INFORMATION PLEASE CONTACT: John D. WrightPetroBakken Energy Ltd.President and Chief Executive Officer403.268.7800ORPeter D. ScottPetroBakken Energy Ltd.Senior Vice President and Chief Financial Officer403.268.7800ORR. Gregg SmithPetroBakken Energy Ltd.Senior Vice President and Chief Operating Officer403.268.7800ORWilliam A. KantersPetroBakken Energy Ltd.Vice President, Capital Markets403.268.7800OREighth Avenue Place, 2800, 525 - 8th Avenue S.W.PetroBakken Energy Ltd.Calgary, Alberta T2P 1G1403.268.7800403.218.6075 (FAX)