TriOil Resources Ltd. To Be Acquired By ORLEN Upstream s.p. z.o.o.

Calgary - TriOil Resources Ltd. ("TriOil" or the "Company") is pleased to announce that it has entered into an agreement (the "Arrangement Agreement") with ORLEN Upstream s.p. z o.o. ("ORLEN Upstream") pursuant to which ORLEN Upstream, through a wholly owned subsidiary ORLEN Upstream International B.V. registered in the Netherlands ("ORLEN Upstream International"), has agreed to purchase all of the issued and outstanding class A common shares of the Company (the "Common Shares") at a cash price of C$2.85per Common Share for total cash consideration of $183.7 million. The transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The consideration offered for the Common Shares pursuant to the Arrangement represents a 31% premium over the 10 day weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") up to July 2, 2013, the trading day before TriOil announced that it had entered into exclusive negotiations with another party in connection with its previously announced strategic alternatives process.

The outstanding debt of TriOil as at June 30, 2013, including the working capital deficit, was $56.4 million resulting in a total transaction value, or enterprise value of TriOil, of approximately $240.1 million (assuming the exercise of all in-the-money options of TriOil).

ORLEN Upstream is a 100% subsidiary of PKN ORLEN S.A. ("PKN ORLEN"), one of the largest petroleum and petrochemical corporations in Central and Eastern Europe and the largest in Poland. PKN ORLEN operates 3 petrochemical plants, 7 refineries with the total processing capacity approximately 600 thousand barrels per day and a retail gas station network comprising approximately 2,700 outlets offering services in Poland, Germany, the Czech Republic and Lithuania. As at and for the year ended December 31, 2012, PKN ORLEN reported consolidated revenue of approximately C$38.5 billion and consolidated assets of approximately C$16.9 billion. PKN Orlen is one of the blue chip stocks traded on the Warsaw Stock Exchange and its market capitalization as of September 13, 2013 was approximately C$6 billion.

ORLEN Upstream was established to implement PKN ORLEN's strategy regarding exploration and production of hydrocarbons. ORLEN Upstream also holds licences for onshore oil and gas exploration throughout Poland and interests in offshore licences at the Latvian shelf of the Baltic Sea.

THE ARRANGEMENT AGREEMENT

The Arrangement is subject to customary conditions for a transaction of this nature, which include court approvals, the approval of 66 2/3% of TriOil shareholders represented in person or by proxy at a special meeting of TriOil shareholders to be called to consider the Arrangement and if required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions "majority of the minority" approval after excluding the votes cast in respect of Common Shares held by certain directors and officers of the Company.

An information circular regarding the Arrangement is expected to be mailed to TriOil shareholders in October 2013 for a special meeting of the holders of Common Shares scheduled to take place in November with closing expected to occur prior to the end of November 2013.

The Arrangement Agreement includes customary non-solicitation covenants by TriOil and provides TriOil with the ability to respond to unsolicited proposals considered superior to the Arrangement in accordance with the terms of the Arrangement Agreement. In the event a superior proposal is accepted, TriOil will be required to pay a termination fee of C$8 million to ORLEN Upstream International.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors of TriOil, after consulting with its financial and legal advisors, has unanimously approved the Arrangement and unanimously determined that the transaction is in the best interests of TriOil and is fair to TriOil shareholders. Peters & Co. Limited provided an opinion that, subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the holders of Common Shares under the Arrangement is fair, from a financial point of view, to such holders. The Board of Directors of TriOil unanimously recommends that all TriOil shareholders vote in favour of the Arrangement at the shareholders' meetings to be called to consider the Arrangement.

All directors and officers of TriOil intend to vote their respective Common Shares in favour of the Arrangement, and have entered into lock-up agreements with ORLEN Upstream pursuant to which they have agreed to, among other things, vote their Common Shares in favour of the Arrangement.

ADVISORS

Peters & Co. Limited is acting as a financial advisor to the Special Committee of the Board of Directors of TriOil in the transaction. GMP Securities L.P. and Dundee Securities Ltd. are acting as financial advisors to the Board of Directors of TriOil. A copy of the fairness opinion will be included in the information circular to be sent to TriOil shareholders for the special meeting to be called to consider the Arrangement.

TriOil trades on the TSX Venture Exchange under the symbol "TOL". As of September 13, 2013, there are approximately 64.0 million shares issued and outstanding (70.1 million fully diluted).

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