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TriOil Announces $25 Million Bought Deal Equity Financing

07:53 EST Friday, February 24, 2012

CALGARY, ALBERTA--(Marketwire - Feb. 24, 2012) -

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

TriOil Resources Ltd. ("TriOil" or the "Company") - (TSX VENTURE:TOL) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by GMP Securities L.P. and including Canaccord Genuity Corp., Dundee Securities Ltd., Haywood Securities Inc., and AltaCorp Capital Inc. (collectively the "Underwriters"), which have agreed to purchase, on a bought deal basis, 7,043,000 common shares of TriOil (the "Common Shares") at a price of $3.55 per Common Share, for aggregate gross proceeds of $25,002,650 (the "Offering").

In addition, the Underwriters have been granted an option (the "Over-Allotment Option") to purchase up to an additional 1,056,450 Common Shares to cover over-allotment, if any, at a price of $3.55 per Common Share for gross proceeds of $3,750,398. If the Over-Allotment Option is fully exercised, gross proceeds from the Offering will be $28,753,048. The Over-Allotment Option is exercisable in whole or in part for a period of 30 days following closing of the Offering.

TriOil will use the net proceeds from the Offering to expand and accelerate its capital program focused on the Company's Cardium light oil drilling program at Lochend and the emerging Dunvegan light oil resource play at Kaybob, as well as for general corporate purposes.

Closing of the Offering is expected to occur on or about March 15, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

TriOil is a Calgary, Alberta based company engaged in the exploration, development and production of petroleum and natural gas. TriOil has approximately 43.2 million common shares issued and outstanding (48.4 million fully diluted). The common shares of TriOil trade on the TSX Venture Exchange under the symbol TOL.

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

Forward-Looking Statements

This document contains forward-looking statements. More particularly, this document contains statements which include, but are not limited to, the timing of closing of the Offering, the anticipated use of proceeds of the Offering and the receipt of the required regulatory and third party approvals.

The forward-looking statements are based on certain key expectations and assumptions made by TriOil. Although TriOil believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because TriOil can give no assurance that they will prove to be correct. Since forward-looking statements 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. In addition to other risks that may affect the forward-looking statements in this press release, the closing of the Offering could be delayed if TriOil is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned and the Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering by TriOil might change if the board of directors of TriOil determines that it would be in the best interests of TriOil to deploy the proceeds for some other purpose.

The forward-looking statements contained in this press release are made as of the date hereof and TriOil undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

FOR FURTHER INFORMATION PLEASE CONTACT:

Russell J. Tripp
TriOil Resources Ltd.
President & CEO
(403) 781-2771

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.




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