Palliser Oil & Gas Announces Bought Deal Financing

/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES/

TSX VENTURE SYMBOL: PXL

CALGARY, Jan. 17, 2013 /CNW/ - Palliser Oil & Gas Corporation (TSXV: PXL) ("Palliser" or the "Company"), is pleased to announce that it has entered into an agreement with Octagon Capital Corporation, on behalf of a syndicate of underwriters (the "Underwriters"), to issue 5,000,000 common shares (the "Common Shares") of the Company at a price of $0.63 per Common Share for gross proceeds of $3,150,000 on a bought deal short form prospectus offering basis (the "Offering") in the Provinces of British Columbia, Alberta and Ontario. The Common Shares may also be offered in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended.

The Company has also granted the Underwriters an option (the "Underwriter's Option") to increase the size of the Offering by up to an additional 750,000 Common Shares at a price of $0.63 per Common Share, such Underwriter's Option being exercisable at any time up to 48 hours prior to the closing of the Offering. If the Underwriter's Option is exercised in full, the aggregate gross proceeds raised will be approximately $3,622,500.

The net proceeds from the issuance of Common Shares under the Offering will be used by Palliser to fund the development and acquisition programs of the Company and for general corporate purposes.

The Offering is scheduled to close on or about January 31, 2013 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 Corporation

Palliser 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 Statements

Certain information regarding the Company in this news release including the anticipated use of the proceeds of the Offering, the anticipated Offering jurisdictions 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 Corporation

Palliser Oil & Gas Corporation

Kevin J. Gibson
President & CEO
[phone]
[email protected]

or

Allan B. Carswell
President & COO
[phone]
[email protected]

or

Ivan J. Condic
Vice President, Finance & CFO
[phone]
[email protected]