Athabasca Oil Corporation Announces Pricing of C$550 million of Senior Secured Second Lien Notes

/NOT FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Nov. 9, 2012 /CNW/ - Athabasca Oil Corporation (TSX: ATH) is pleased to announce the pricing of its previously announced offering of Senior Secured Second Lien Notes.  Athabasca will issue $550 million Senior Secured Second Lien Notes at par, which will bear interest at a rate of 7.50% per annum and will mature on November 19, 2017. The Notes were offered in each of the Provinces of Canada and in the United States on a private placement basis through a syndicate of underwriters led by TD Securities Inc. and GMP Securities L.P. The completion of the offering is anticipated to occur on November 19, 2012, and is subject to customary closing conditions.

As previously announced, the Company is also negotiating senior secured first lien revolving credit facilities with a syndicate of financial institutions. The revolving credit facilities are anticipated to be initially on the order of C$150 million.

Athabasca intends to use the net proceeds from the private placement and the credit facilities for general corporate purposes, including the advancement of its thermal oil projects in Athabasca and the development of its light oil assets including in Kaybob and Saxon/Placid. The note offering and credit facilities are intended to provide Athabasca with additional liquidity and flexibility to fund and possibly expand its future capital expenditure programs.

This news release does not constitute an offer of any security for sale in the United States or in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The notes will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes will be offered and sold in Canada, on a private placement basis pursuant to available prospectus exemptions.  The notes may be offered in the United States only to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under the U.S. Securities Act) in reliance on Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act.

Athabasca is a dynamic, Canadian company focused on the development of oil resource plays in Alberta, Canada. The Company has accumulated an extensive, high quality resource base suitable for the extraction of thermal crude oil (bitumen) and light oil. Well financed and well endowed with high quality assets and talented people, Athabasca is poised to become a major Canadian oil producer. It aspires to produce more than 200,000 boe/d by 2020, comprised of a 50/50 weighting of thermal and light oil. Athabasca is traded on the TSX under the symbol ATH.

Reader Advisory:

This News Release contains forward-looking information that involves various risks, uncertainties and other factors. All information other than statements of historical fact is forward-looking information. The use of any of the words "anticipate," "plan," "continue," "estimate," "expect," "may," "will," "project," "should," "believe," "predict," "pursue" and "potential" and similar expressions are intended to identify forward-looking information. The forward-looking information is not historical fact, but rather is based on the Company's current plans, objectives, goals, strategies, estimates, assumptions and projections about the Company's industry, business and future financial results. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that these expectations will prove to be correct and such forward-looking information included in this News Release should not be unduly relied upon. This information speaks only as of the date of this News Release. In particular, this News Release contains forward-looking information including but not limited to the proposed issuance of senior secured second lien notes by Athabasca and the establishment of senior secured first lien revolving credit facilities, the timing thereof and the use of proceeds therefrom. Such forward-looking information is based on certain assumptions and analysis made by Athabasca in light of its experience and perception of current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to Athabasca's expectations and predictions is subject to market conditions and a number of known and unknown risks and uncertainties which could cause actual results to differ materially from Athabasca's expectations. Such factors may include failure to satisfy certain conditions in connection with the issuance of the notes or the credit facilities. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual information form that is available on SEDAR at www.sedar.com. The forward-looking statements included in this News Release are expressly qualified by this cautionary statement. Athabasca does not undertake any obligation to publicly update or revise any forward-looking statements except as required by applicable securities laws.

SOURCE: Athabasca Oil Corporation

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