TriOil Announces Directors Approval of Shareholder Rights Plan, Appointment of Chairman of the Board and Strategic Process Update

CALGARY , Feb. 19, 2013 /CNW/ – February 19, 2013 – (TOL.V) TriOil Resources Ltd. (“TriOil” or the “Corporation“) announces that its Board of Directors (the “Board“) has adopted a Shareholder Rights Plan (the “Rights Plan“) to be effective February 22, 2013 . The Corporation’s previously adopted shareholder rights plan dated August 22, 2012 (the “Previous Plan“) expires on February 22, 2013 .

As TriOil has initiated a comprehensive strategic alternatives process, the Rights Plan has been designed to provide shareholders and the Board with adequate time to consider and evaluate any unsolicited bid made for the Corporation, to provide the Board with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid, to encourage the fair treatment of shareholders in connection with any take-over bid for the Corporation and to ensure that any proposed transaction is in the best interests of the shareholders of the Corporation.

The Rights Plan was not proposed in response to, or in anticipation of, any pending, threatened or proposed acquisition or take-over bid. The Board did not adopt the Rights Plan to prevent a take-over of the Corporation, to secure the continuance of management, the directors of the Board in their respective offices or to defer offers for the shares of the Corporation. The issuance of the rights under the Rights Plan will not change the manner in which shareholders trade their shares.

The Rights Plan is not triggered if an offer to acquire Corporation shares is made as a “permitted bid” and thereby allows sufficient time for the Board and shareholders to consider and react to the offer. The plan will be available for viewing at www.SEDAR.com.

The Rights Plan has been conditionally accepted by the TSX Venture Exchange. The Rights Plan must be confirmed by shareholders at a meeting to be held within six months.

TriOil also announces that Mr. Glenn Hockley, an independent director, has been appointed as the non-executive Chairman of the Board.  Mr. Hockley has served on the TriOil Board since January, 2010 and is an independent businessman with a significant resume of oil and gas experience in board of director, special committee and executive officer roles.

TriOil also announces that its special committee of independent directors (the “Special Committee“) is continuing the review of the Corporation’s strategic plan and ways to enhance and maximize shareholder value.  Following receipt of TriOil’s December 31, 2012 reserve report anticipated for late March, 2013, the Special Committee’s financial advisors will immediately be contacting a broad spectrum of parties to solicit interest in a possible strategic transaction with the Corporation.

Further updates in respect of the Corporation’s strategic process will be made in due course.  The Corporation cautions that there are no assurances or guarantees that this process will result in any transactions or, if any transactions are undertaken, the terms or timing of any such transactions.

TriOil is a Calgary , Alberta based company engaged in the exploration, development and production of petroleum and natural gas.

TriOil trades on the TSX Venture Exchange under the symbol “TOL”. As of February 19, 2013 , there are approximately 64.0 million shares issued and outstanding (70.1 million fully diluted).

Neither the TSX Venture Exchange not 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 news release.

Advisory

The information in this press release contains certain forward-looking statements. These statements relate to future events or our future performance. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions. These statements involve substantial known and unknown risks and uncertainties, certain of which are beyond TriOil’s control, including: the impact of general economic conditions; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations and changes in how they are interpreted and enforced; fluctuations in commodity prices and foreign exchange and interest rates; stock market volatility and market valuations; volatility in market prices for oil and natural gas; liabilities inherent in oil and natural gas operations; uncertainties associated with estimating oil and natural gas reserves; competition for, among other things, capital, acquisitions, of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry, geological, technical, drilling and processing problems and other difficulties in producing petroleum reserves; and obtaining required approvals of regulatory authorities. TriOil’s actual results, performance or achievement could differ materially from those expressed in, or implied by, such forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do, what benefits that TriOil will derive from them. Except as required by law, TriOil undertakes no obligation to publicly update or revise any forward-looking statements.

SOURCE: TriOil Resources Ltd.