Palliser provides update on proposed Maha amalgamation

/NOT FOR DISTRIBUTION IN THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, Oct. 31, 2014 /CNW/ - Palliser Oil & Gas Corporation ("Palliser" or the "Company") (TSX VENTURE: PXL) announces that the proposed amalgamation of the Company and Maha Energy Inc. ("Maha") pursuant to an amalgamation agreement between the Company and Maha dated July 30, 2014 (the "Amalgamation Agreement"), as described in the Company's press release of July 30, 2014, will be modified and delayed.

In particular, the proposed bond financing by Maha will not be advanced at present.  Negotiations are underway amongst Maha, Palliser and Palliser's lender to modify and extend the terms of the existing credit facilities in order to complete the proposed amalgamation.  Maha is also reviewing the opportunities for equity financing and looking to advance a private placement share issuance along the lines proposed in the Amalgamation Agreement as a condition of closing.

In order to permit Maha, Palliser and Palliser's lender to continue negotiations relative to the terms of a potential amended credit facility, the outside date for the transaction under the Amalgamation Agreement has been extended to November 28, 2014 and the terms of the forbearance agreement between Palliser and its lender have been extended for a period of one week, to November 7, 2014.  If Maha, Palliser and Palliser's lender are able to come to terms, it is expected that additional time will be necessary to satisfy any conditions related to the amended credit facility, including closing of the requisite equity financing, and the amalgamation would be scheduled to be completed in the last half of November, 2014.

About Palliser

Palliser is a Calgary-based junior oil and gas company focused on high netback heavy oil production in the greater Lloydminster area of Alberta and Saskatchewan.

Disclaimers

Forward Looking Statements

Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project" or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, the terms of a transaction between Maha, Palliser and Palliser's lender, timing for completion of the amalgamation of Palliser and Maha and matters related or incidental thereto, and the plans of Palliser and Maha. No assurance can be given that a modified transaction will be agreed to between Palliser and Maha, or if agreed, be acceptable to those from whom consent or approval will be necessary.  Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although Palliser believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because Palliser can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the availability of requisite financing, receipt of third party consents or approvals, timely receipt of any required regulatory approvals and shareholder approvals, if any. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Maha and Palliser and described in the forward-looking information. The forward-looking information contained in this press release is made as of the date hereof and Palliser undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.

United States Matters

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The New Maha Shares to be 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 or to a U.S. person absent registration or an applicable exemption from the registration requirements.

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 RELEASE.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

SOURCE: Palliser Oil & Gas Corporation

Kevin J. Gibson, President & CEO, [email protected], [phone]; or Ivan J. Condic, Vice President, Finance & CFO, [email protected], [phone]