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Press release from CNW Group

Pinecrest Energy Inc. announces $50 million bought deal financing

Friday, February 24, 2012

Pinecrest Energy Inc. announces $50 million bought deal financing07:57 EST Friday, February 24, 2012Not for distribution to U.S. newswire services or for dissemination in the U.S. TSX Venture Exchange:  PRYCALGARY, Feb. 24, 2012 /CNW/ - Pinecrest Energy Inc. ("Pinecrest") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led byCanaccord Genuity Corp.and including GMP Securities L.P., Cormark Securities Inc., Scotia Capital Inc., Peters & Co. Limited, Paradigm CapitalInc., Desjardins Securities Inc., andDundee Securities Ltd. (collectively the"Underwriters")to issue, on a bought deal basis, 15,400,000 common shares ("Common Shares") at a price of $3.25 per Common Share for aggregate gross proceeds of $50,050,000 (the "Offering").Proceeds of the Offering will be used primarily to fund Pinecrest's 2012 capital program, reduce bank debt and general corporate purposes.  The Common Shares will be offered in all provinces of Canada, with the exception of Quebec, by way of a short form prospectus.Closing is expected to occur on or about March 14, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.Advisory  The information in this press release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. In particular, forward looking statements in this press release includes, but is not limited to: the use of proceeds of the Offering, Pinecrest's capital program, the anticipated closing date of the Offering and the receipt of required regulatory and third party approvals. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond Pinecrest's control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities, including the approval of the TSX Venture Exchange. The intended use of proceeds of the Offering by Pinecrest may change if the board of directors of Pinecrest determines that it would be in the best interests of Pinecrest to deploy the proceeds for some other purpose. Pinecrest's actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that Pinecrest will derive from them. The forward-looking statements contained in this press release are made as of the date hereof and Pinecrest undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.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 news release. For further information: Pinecrest Energy Inc. Suite 500, 255 - 5th Avenue S.W. Calgary, Alberta  T2P 3G6 Wade Becker, President and CEO or Dan Toews, V.P. Finance & CFO Tel: (403) 817-2550 or Fax: (403) 817-2599