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Press release from CNW Group

Palliser Oil & Gas Announces Flow-Through Share Financing

Monday, December 10, 2012

Palliser Oil & Gas Announces Flow-Through Share Financing08:00 EST Monday, December 10, 2012/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES/CALGARY, Dec. 10, 2012 /CNW/ - Palliser Oil & Gas Corporation ("Palliser" or the "Company") (TSX-V:PXL) is pleased to announce that it proposes to issue and sell on a non-brokered basis, 1,462,512 common shares of Palliser on a flow-through basis (the "Flow-through Shares") at an issue price of $0.82 per Flow-Through Share resulting in gross proceeds of $1,199,260. Palliser will pay finder's fees of an aggregate of $60,000 ( 6% on certain of the subscriptions) to net $1,139,260 from the Offering.Proceeds from the issuance of the Flow-Through Shares under the Offering will be used by Palliser to incur Canadian exploration expenses (the "Qualifying Expenditures") prior to December 31, 2013. Palliser will renounce the Qualifying Expenditures to subscribers of the Flow-through Shares for the fiscal year ended December 31, 2012.The Offering is scheduled to close on or about December 12, 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, and other applicable securities regulatory authorities.About Palliser Oil & Gas CorporationPalliser is a Calgary-based emerging junior oil and gas company currently focused on high netback heavy oil production in the greater Lloydminster area of both Alberta and Saskatchewan.Forward-Looking StatementsCertain information regarding the Company in this news release including the anticipated use of the proceeds of the Offering and the timing and completion of the Offering may constitute forward-looking statements under applicable securities laws. Although Palliser believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Palliser 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. The intended use of the net proceeds of the Offering by Palliser might change if the board of directors of Palliser determines that it would be in the best interests of Palliser to deploy the proceeds for some other purpose.The forward looking statements contained in this press release are made as of the date hereof and Palliser undertakes no obligation to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.The TSX Venture Exchange has neither approved nor disapproved the contents of this press release.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 press release."This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The 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."SOURCE: Palliser Oil & Gas CorporationFor further information: Palliser Oil & Gas Corporation Kevin Gibson CEO (403) 209-5717 kevin@palliserogc.com Or Allan B. Carswell President & COO (403) 209-5709 al@palliserogc.com Or Ivan J. Condic Vice President, Finance & CFO (403) 209-5718 ivan@palliserogc.com