PKN ORLEN to acquire TriOil Resources Ltd.

Polski Koncern Naftowy ORLEN Spolka Akcyjna ("PKN ORLEN") informs that on 15 September 2013 ORLEN Upstream Sp. z o.o. (“ORLEN Upstream”), has entered into an arrangement agreement (the "Arrangement Agreement") with TriOil Resources Ltd. ("TriOil"). Under the Arrangement Agreement, ORLEN Upstream International B.V. (“ORLEN Upstream International”), the Dutch subsidiary of ORLEN Upstream will purchase all of the issued and outstanding class A common shares of TriOil (the "Common Shares"), representing 100% of registered capital of TriOil as well as 100% of the total votes at a meeting of TriOil shareholders (“TriOil Meeting”). The Arrangement Agreement includes the plan of the arrangement (the “Arrangement”), which indicates a sequence of steps to be done to complete the transaction.

Under the terms of the Arrangement Agreement, TriOil shareholders will receive CAD 2,85 (i.e. ca. PLN 8,73) in cash for each Common Share they hold. Total amount to be paid by ORLEN Upstream International in cash is approximately CAD 183,7 million (i.e. ca. PLN 562,9 million). Assuming all of the outstanding debt of TriOil including working capital deficit, which in total at 30 June 2013 was CAD 56,4 million (i.e. ca. PLN 172,8 million),  the total transaction value representing the enterprise value of TriOil is approximately CAD 240,1 million (i.e. ca. PLN 735,7 million), assuming the exercise of all in-the-money options of TriOil.

The Arrangement is subject to customary conditions for a transaction of this nature, which include an approval at minimum of 2/3 of shareholder votes cast at the TriOil Meeting and pertinent court approvals.

An information circular regarding the Arrangement is expected to be mailed to TriOil shareholders in October 2013. The TriOil Meeting is scheduled to take place in November 2013. Closing is 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 CAD 8 million (i.e. ca. PLN 24,5 million) to ORLEN Upstream International.

TriOil is a Calgary, Alberta, Canada based company engaged in the exploration, development and production of petroleum and natural gas. TriOil trades on the Canadian stock exchange TSX Venture Exchange under the symbol "TOL". More information about TriOil can be found at http://www.trioilresources.com/.

PKN ORLEN owns 100% of the registered capital of ORLEN Upstream. ORLEN Upstream owns 100% of the registered capital of ORLEN Upstream International.

All amounts in PLN have been calculated based on the average PLN/CAD exchange rate as of 13 September 2013, as stated by the National Bank of Poland.

The Management Board of PKN ORLEN S.A.