Passport Energy Ltd PPOZF

NR - Passport Energy Ltd. Announces $9 Million Pri

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Passport Energy Ltd. Announces $9 Million Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, Alberta CANADA, January 26, 2012 - Passport Energy Ltd. (PPO - CNSX),("Passport" or the "Company") is pleased to announce that it has signed a letter of intent with Salman Partners Inc. ("Salman Partners") to act as Lead Agent ("Lead Agent") on a "commercial best efforts basis" for a syndicate of agents including National Bank Financial and Haywood Securities Inc. for a $9 million private placement (the "Offering") comprised of $8 million Common Shares and $1 million Flow-Through Shares.  

The Offering may, at the election of Salman Partners, be increased by up to $1,200,000, in the event that subscriptions for Common Shares are received for greater than $8 million. The Agents' oversubscription option shall be exercisable at the Agents' discretion and with notice to the Company at least two days prior to the closing date of the Offering.  The closing date is expected to be on or about February 22, 2012 or such other date as the Company and the Agents may agree, subject to regulatory approvals.

The price of the Offering is to be determined in the context of the market.  At closing, the Agents will be paid an aggregate fee of 7.0% of the gross proceeds from the Offering payable in cash and 7% broker warrants.

The gross proceeds of the Flow-Through portion of the Offering will be used during the 2012 exploration program to incur eligible Canadian Exploration Expenses ("CEE") that will qualify as "flow-through expenditures", as defined in the Income Tax Act, (the "Qualifying Expenditures"), which will be renounced to the subscribers with an effective date no later than December 31, 2012.  In the event the Company is unable to renounce Qualifying Expenditures effective on or prior to December 31, 2012 to the initial purchasers of Flow-Through Shares in an aggregate amount not less than the gross proceeds raised from the issue of the Flow-Through Shares or such expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each Flow-Through Share subscriber for the additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

The net proceeds of the Offering will be used to fund continuing exploration and development activities at the Company's Hardy Bakken project.

The Company is a junior natural resource exploration company focused on the acquisition, exploration, and development of economically viable natural resources, with a focus on Bakken oil projects.

The Company trades on the CNSX under the trading symbol "PPO".


Forward Looking Statements

This press release contains forward-looking statements relating to the size, closing and use of the funds from the offering for Passport.  Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.  By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.  These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular; fluctuations in oil prices; the results of exploration and development drilling, recompletions and related activities; the uncertainty of reserve estimates; changes in environmental and other regulations; risks associated with oil and gas operations and future exploration activities; and other factors, many of which are beyond the control of the Company.  You can find an additional discussion of those assumptions, risks and uncertainties in Passport's Canadian securities filings.

The forward-looking statements contained in this press release are made as of the date of this press release.  Except as required by law, Passport disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, Passport undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

The CNSX does not accept responsibility for the adequacy or accuracy of this news release.

For more information, please refer to the Company's public documents available on SEDAR (www.sedar.com).


For further information contact:

Bruce Murray                          Frank Port
Chairman & CEO                        President & COO
Tel: [phone]               Tel: [phone]
Email: [e-mail]     Email: [e-mail]  
Website: www.passportenergy.com  


Shares Issued - 67,130,321