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Press release from Marketwire

PetroBakken Announces Invitation for Offers to Sell Up to US$450 Million Principal Amount of 3.125% Senior Unsecured Convertible Bond Issue 2010/2016

Wednesday, January 18, 2012

PetroBakken Announces Invitation for Offers to Sell Up to US$450 Million Principal Amount of 3.125% Senior Unsecured Convertible Bond Issue 2010/201606:45 EST Wednesday, January 18, 2012CALGARY, ALBERTA--(Marketwire - Jan. 18, 2012) -NOT FOR DISSEMINATION IN THE UNITED STATES OR RELEASE OVER UNITED STATES WIRE SERVICES PetroBakken Energy Ltd. ("PetroBakken" or the "Company") (TSX:PBN), is pleased to announce an invitation to eligible holders of the Company's 3.125% Senior Unsecured Convertible Bond Issue bearing ISIN NO 001 0563240 (the "Existing Bonds") to submit offers to sell their Existing Bonds to PetroBakken for cash consideration (the "Invitation"). The Invitation is in connection with a proposed issuance by the Company of US$750 million senior notes (the "Notes Offering"), which was announced today, will be made for Existing Bonds having an aggregate principal amount of up to US$450 million, and will be conditional upon the successful completion of the Notes Offering on terms satisfactory to PetroBakken. The purchase price range under the Invitation for the Existing Bonds is from US$95,000 to US$100,000 per US$100,000 of principal amount, with the final price to be determined based on a modified Dutch Auction Procedure. The modified Dutch Auction Procedure will allow bondholders to submit either: (i) competitive offers specifying the price per Existing Bond that a bondholder would be willing to accept as the purchase price and the principal amount of Existing Bonds that the holder is tendering at that offering price, subject to certain minimum amounts; or (ii) non-competitive offers to sell Existing Bonds to PetroBakken that do not specify a price but do specify the principal amount of Existing Bonds that the bondholder is willing to sell. All bondholders whose offers are accepted by PetroBakken will be entitled to the same purchase price, determined at the discretion of PetroBakken, subject to certain limitations. Holders of the Existing Bonds may submit offers to sell their Existing Bonds to PetroBakken from January 18, 2012 to January 23, 2012 at noon (12:00 PM) Eastern Standard Time, unless extended by PetroBakken.ABG Sundal Collier Norge ASA has been engaged as the sole manager for the Invitation.This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Invitation will be made solely pursuant and subject to the terms and conditions set forth in the Invitation for Offers, which has been sent to applicable holders of the Existing Bonds.The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. The Invitation is not being made, and will not be made, directly or indirectly in or into, or by any means, in Canada. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of the Invitation for Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or Canada. Any purported tender of Existing Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Existing Bonds made by a person located in the United States or Canada, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or Canada will be invalid and will not be accepted.PetroBakken Energy Ltd. is an oil and gas exploration and production company combining light oil Bakken and Cardium resource plays with conventional light oil assets, delivering industry leading operating netbacks, strong cash flows and production growth. PetroBakken is applying leading edge technology to a multi-year inventory of Bakken and Cardium light oil development locations, along with a significant inventory of opportunities in the Horn River and Montney gas resource plays in northeast BC. Our strategy is to deliver accretive production and reserves growth, along with an attractive dividend yield.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 Notes Offering and the proposed future repurchase of the Existing 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 Notes Offering and repurchase of Existing Bonds 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)ir@petrobakken.comwww.petrobakken.com