TriOil shareholders approve arrangement with ORLEN Upstream sp. z o.o.

CALGARY, Nov. 12, 2013 /CNW/ - (TSXV:TOL) TriOil Resources Ltd. ("TriOil") is pleased to announce that the holders ("TriOil Shareholders") of class A common shares ("Common Shares") of TriOil have approved the proposed acquisition of TriOil by ORLEN Upstream sp. z o.o. through a wholly-owned subsidiary registered in the Netherlands, ORLEN Upstream International B.V. pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the Arrangement, holders of Common Shares will receive $2.85 in cash per Common Share held.

The Arrangement was approved by approximately 95% of the votes cast by TriOil Shareholders present or represented by proxy at the special meeting held today. The Arrangement was also approved by a majority of the votes cast by TriOil Shareholders present or represented by proxy after excluding the votes required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The completion of the Arrangement remains subject to approval by the Court of Queen's Bench of Alberta and the satisfaction of other usual and customary conditions. The parties anticipate that the Arrangement will be completed on November 13, 2013.

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 press release.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, forward looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement, the timing of completion of the Arrangement and receipt of approval by the Court of Queen's Bench of Alberta (the "Court").

The forward-looking statements and information are based on certain key expectations and assumptions made by TriOil including, among other things, the ability to obtain Court approval for the Arrangement. Although TriOil believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because TriOil can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the arrangement agreement; and the failure to obtain the Court approval required in order to proceed with the Arrangement.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect TriOil are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

TriOil's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that TriOil will derive there from. These forward-looking statements are made as of the date of this press release and TriOil disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

SOURCE: TriOil Resources Ltd.

For further information:

Russell Tripp, President and Chief Executive Officer, TriOil Resources Ltd.; Cheryne Lowe, Vice President, Finance & Chief Financial Officer, TriOil Resources Ltd.; Corporate Phone: (403) 265-4115

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TriOil Resources Ltd.

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