Octant Energy Corp. Announces Up to $65,000,000 Subscription Receipt Financing and Results of Independent Resource Evaluation

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW. 


Octant Energy Corp. (formerly Rain Resources Inc.) (the "Corporation" or
"Octant") ((TSX VENTURE:RAN.H) and scheduled to trade upon close of the
financing as (TSX VENTURE:OEL)) is pleased to announce that it has engaged a
syndicate of agents, co-lead by RBC Capital Markets and Canaccord Genuity Corp.
and including FirstEnergy Capital Corp. (the "Agents") to raise, on a reasonable
commercial efforts basis, up to $65,000,000 (the "Offering") through the
issuance of subscription receipts of the Corporation (each a "Subscription
Receipt").


The proceeds of the Offering will be used to fund a capital program focused on
exploration and development in Madagascar, Uganda, the Democratic Republic of
Congo ("DRC") and Somaliland as well as for general corporate purposes. The
Corporation has entered into: (i) an option agreement ("Madagascar Option") to
farm into the Block 2102 production sharing contract (the "Madagascar PSC") in
Madagascar; and (ii) a letter of intent ("LOI") to farm into Uganda Block EA4B,
DRC Block V and Somaliland Berbera Block (Block 35), with Ophir Energy Plc
("Ophir") (LSE:OPHR).


The Corporation is also pleased to report the results of independent evaluations
of oil resources prepared by DeGolyer and MacNaughton Canada Limited
("DeGolyer") on the blocks contemplated in the Madagascar Option and the LOI
(the "DeGolyer Reports"). The DeGolyer Reports have an effective date of
December 31, 2011, and were prepared in accordance with NI 51-101 (as defined
below). According to the DeGolyer Reports, the best estimate gross prospective
resources associated with the Madagascar Option and LOI blocks is 796 million
bbl(1).


Madagascar Option and LOI

Pursuant to the exercise of the Madagascar Option, the Corporation will receive
a 50% operating interest in Block 2102, a 12,290 km2 onshore block in
Madagascar. The Corporation thereby agrees to fund 100% of the drilling costs
for the first two exploration wells drilled on Block 2102. The first exploration
well is anticipated to commence drilling in July 2012 and each well is expected
to cost approximately $20 million. Accordingly, $40 million of the net proceeds
of the Offering will be allocated to exercising the Madagascar Option and
funding Octant's commitments in Block 2102.


In addition, the LOI provides that the Corporation pay: (i) 46.75% of certain
geological exploration costs for a 26.75%, non-operated, interest in Block V, a
7,447 km2 onshore block in the DRC; (ii) 100% of the certain geological
exploration and drilling costs for an 80%, operated interest in Block 4B, a 486
km2 block in Uganda; and (iii) 75% of certain geological exploration costs for a
55%, operated interest in Block 35, a 16,270 km2 onshore exploration block in
Somaliland (Block 35).


The Offering

Each Subscription Receipt will entitle the holder to receive, without the
payment of any additional consideration or further action on the part of the
holder thereof, one common share ("Common Share") in the capital of the
Corporation upon the Escrow Release Conditions being satisfied prior to the
Qualification Deadline (each as defined below).


If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. on May
4, 2012, or the Madagascar Option between the Corporation and Ophir to enter
into a farm-in agreement (the "Madagascar Farm-in Agreement") on Marovoay Block
2102, Majunga Basin, Madagascar (the "Madagascar Farm-in") is terminated at any
earlier time or if the Corporation has advised the Agents or announced to the
public that it does not intend to proceed with the Madagascar Farm-in (in any
case, the "Termination Time"), holders of Subscription Receipts will receive the
full purchase price of the Subscription Receipt, together with their pro rata
portion of interest earned thereon between the Closing Date (as defined below)
and the Termination Time.


The Corporation will use its reasonable commercial efforts to file a final long
form prospectus qualifying the Common Shares issuable upon exercise of the
Subscription Receipts (the "Prospectus") in each of the Canadian jurisdictions
in which the Subscription Receipts are sold and obtain a receipt therefor on or
before the day that is 45 days after the Closing Date (the "Qualification
Deadline" and the day upon which such receipt is issued is the "Qualification
Date"). If a receipt for the Prospectus is not obtained on or before the
Qualification Deadline, the Subscription Receipts shall thereafter be
exercisable, for no additional consideration or further action on the part of
the holder thereof, into 1.1 Common Shares on the earlier of: (i) four months
plus a day after the closing date of the Offering scheduled for April 5, 2012
(the "Closing Date"); and (ii) the Qualification Date. Notwithstanding the
foregoing, the Corporation will continue to use its reasonable commercial
efforts to obtain a receipt for the Prospectus after the Qualification Deadline.
In any case, the Subscription Receipts shall be deemed to be exercised and
exchanged for Common Shares on the date that is four months and one day
following the Closing Date (subject to satisfaction of the Escrow Release
Conditions).


The gross proceeds from the sale of the Subscription Receipts (the "Escrowed
Proceeds") will be delivered to and held by a licensed Canadian trust company or
other escrow agent (the "Escrow Agent") mutually acceptable to the Corporation
and the Co-Lead Agents in an interest bearing account. The remainder of the fee
payable to the Agents not payable on the Closing Date, plus accrued interest
thereon, shall be released to the Agents out of the Escrowed Proceeds and the
balance of the Escrowed Proceeds, plus accrued interest thereon, shall be
released to the Corporation upon satisfaction of certain conditions, including:
(i) the exercise of the Madagascar Option by Octant in accordance with its
terms; and (ii) transfer of a 50% participating interest to Octant in the
Madagascar PSC and the related joint operating agreement in accordance with
their respective terms (collectively, the "Escrow Release Conditions").


The Offering, Madagascar Farm-In Agreement and LOI are subject to definitive
agreements and ordinary regulatory approvals, including the approval of the TSX
Venture Exchange.


The DeGolyer Reports

The following table summarizes DeGolyer's gross estimates for the various blocks:



               ESTIMATE of the GROSS PROSPECTIVE OIL RESOURCES              
                                    as of                                   
                              DECEMBER 31, 2011                             
                                     for                                    
                              OCTANT ENERGY LTD.                            
                                      in                                    
                            CERTAIN OIL PROSPECTS                           
                            VARIOUS LICENSE BLOCKS                          
                              VARIOUS COUNTRIES                             
                                                  Gross Pool Prospective Oil
                                                      Resources Summary     
                                                      Low     Best      High
                                                 Estimate Estimate  Estimate
                                                   (10(3)   (10(3)    (10(3)
                                                     bbl)     bbl)      bbl)
                                                                            
                               Area/    License/                            
Prospect          Country      Basin       Block                            
                                                                            
Anjohibe East  Madagascar    Majunga        2102   14,569   47,350   134,698
Anjohibe West  Madagascar    Majunga        2102   14,073   43,494   135,014
Upper Cret A   Madagascar    Majunga        2102   24,526   76,058   203,896
Upper Cret B   Madagascar    Majunga        2102   21,651   64,659   178,712
Upper Jurassic                                                              
 Lead          Madagascar    Majunga        2102   27,604   90,785   250,013
Lwr Cretaceous                                                              
 Lead          Madagascar    Majunga        2102   35,327  114,725   351,567
Statistical                                                                 
 Aggregate                                        336,975  564,793   927,222
Arithmetic                                                                  
 Summation                                        137,751  437,071 1,253,899
                                                                            
Izzy                            Lake Exploration                            
               DRC/Uganda     Edward     Area 4B   65,649  258,023   984,364
Prospect A                      Lake Exploration                            
               DRC/Uganda     Edward     Area 4B    7,006   15,984    37,383
Prospect B                      Lake Exploration                            
               DRC/Uganda     Edward     Area 4B      802    1,904     3,983
Prospect D                      Lake Exploration                            
               DRC/Uganda     Edward     Area 4B   17,033   40,038    89,700
Lead A           Republic                                                   
                       of                                                   
               Somaliland    Ragudah    SL9/SL12    4,634   14,514    38,024
Lead E South     Republic                                                   
                       of                                                   
               Somaliland  Las Durah    SL9/SL12    8,789   28,003    76,160
                                                                            
Statistical                                                                 
 Aggregate                                        179,078  391,497 1,112,646
                                                                            
Arithmetic                                                                  
 Summation                                        103,914  358,466 1,229,615



Notes:



1.  Pg has not been applied to the quantities in this table. 
2.  Recovery efficiency is applied to prospective resources in this table. 
3.  Low, best and high estimates in this table are P90, P50 and P10
    respectively. 
4.  Summations may vary from those shown here due to rounding. 
5.  There is no certainty that any portion of the prospective resources
    estimated herein will be discovered. If discovered, there is no
    certainty that it will be commercially viable to produce any portion of
    the prospective resources evaluated. 



DeGolyer is an internationally recognized oil and gas consultancy and a member
of the Association of Professional Engineers, Geologists and Geophysicists of
Alberta, Canada.


The DeGolyer Reports were prepared in accordance with the procedures and
standards contained in the Canadian Oil and Gas Evaluation Handbook (the "COGE
Handbook"). The definitions used in preparing the DeGolyer Reports are those
contained the COGE Handbook and the Canadian Securities Administrators National
Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities ("NI
51-101").


Estimates of gross pool prospective oil resources were generally prepared using
land and technical information including well information, engineering,
geological and geophysical data available up to the date of the report. The
method or combination of methods used in the analysis of the reservoirs was
tempered by experience with similar reservoirs, stage of development, and
quality and completeness of basic data.


Gross pool prospective resources are defined as the total estimated petroleum
that is potentially recoverable after December 31, 2011. See Appendix A -
Resource Definitions for further information.


There is no certainty that any portion of these resources will be discovered. If
discovered, there is no certainty that it will be commercially viable to produce
any portion of the resources. 


The estimates of petroleum volumes described in this news release are for
resources only. These estimates constitute forward-looking statements. Readers
are cautioned not to place undue reliance on forward-looking statements, as
there can be no assurance that the plans, intentions or expectations upon which
they are based will occur. By their nature, forward-looking statements involve
numerous assumptions, known and unknown risks and uncertainties, both general
and specific that contributes to the possibility that the predictions,
forecasts, projections in the forward-looking statements will not occur, and
that the actual performance or results expressed or implied by such
forward-looking statements.


Potential resources estimates are subject to certain assumptions, risks and
uncertainties, including those associated with exploration for oil and gas, the
drilling and completion of future wells, limited available geological data and
uncertainties regarding the actual production characteristics of, and recovery
efficiencies associated with, the reservoirs, all of which are being assumed. As
estimates, there is no guarantee that the estimated resources will be recovered
or produced. Actual resources may be greater than or less than the estimates
provided in this presentation. There is no certainty that any portion of these
prospective resources described above will be discovered. There is also no
certainty that it will be commercially viable to produce any portion of such
prospective resources, if discovered.


The forward-looking statements contained in this press release are made as of
the date of this press release. Except as required by applicable securities
laws, the Corporation, disclaims any intention and assumes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the Corporation
undertakes no obligation to comment on the expectations of, or statements made
by, third parties in respect of the matters discussed above.


This press release is not an offer of the securities for sale in the United
States. The securities have not been 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 an exemption from registration. 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 state in which such offer,
solicitation or sale would be unlawful.


Appendix A

Resource Definitions

Prospective resources and have been prepared in accordance with NI 51-101.
Because of the lack of commerciality or sufficient development drilling, the
prospective resources estimated herein cannot be classified as contingent
resources or reserves. The petroleum resources are classified as follows:


Prospective Resources - Those quantities of petroleum estimated, as of a given
date, to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective resources have both an
associated chance of discovery and a chance of development. Prospective
resources are further subdivided in accordance with the level of certainty
associated with recoverable estimates assuming their discovery and development
and may be subclassified based on project maturity.


The estimation of resources quantities for a prospect is subject to both
technical and commercial uncertainties and, in general, may be quoted as a
range. The range of uncertainty reflects a reasonable range of estimated
potentially recoverable quantities. In all cases, the range of uncertainty is
dependent on the amount and quality of both technical and commercial data that
are available and may change as more data become available.


Low, Best, High, and Mean Estimates - Estimates of petroleum resources in this
press release are expressed using the terms low estimate, best estimate, high
estimate, and mean estimate to reflect the range of uncertainty.


Probabilistic terms used in this press release are identified with an asterisk
(i). For probabilistic estimates of petroleum resources, the low estimate
reported herein is the P90(i) quantity derived from probabilistic analysis. This
means that there is at least a 90-percent probability that, assuming the
prospect is discovered and developed, the quantities actually recovered will
equal or exceed the low estimate. The best (median) estimate is the P50(i)
quantity derived from probabilistic analysis. This means that there is at least
a 50-percent probability that, assuming the prospect is discovered and
developed, the quantities actually recovered will equal or exceed the best
(median) estimate. The high estimate is the p10(i) quantity derived from
probabilistic analysis. This means that there is at least a 10-percent
probability that, assuming the prospect is discovered and developed, the
quantities actually recovered will equal or exceed the high estimate. The
expected value(i) (EV), an outcome of the probabilistic analysis, is used for
the mean estimate.


Uncertainties Related to Prospective Resources - The quantity of petroleum
discovered by exploration drilling depends on the number of prospects that are
successful as well as the quantity that each success contains. Reliable
forecasts of these quantities are, therefore, dependent on accurate predictions
of the number of discoveries that are likely to be made if the entire portfolio
of prospects is drilled. The accuracy of this forecast depends on the portfolio
size, and an accurate assessment of the probability of geologic success(i) (Pg).


Probability of Geologic Success - Pg is defined as the probability of
discovering reservoirs that flow petroleum at a measurable rate. Pg is estimated
by quantifying the probability of each of the following individual geologic
factors: trap, source, reservoir, and migration. The product of these four
probabilities or chance factors is computed as Pg.


In this press release estimates of prospective resources are presented before
adjustment for Pg.


Application of Pg to estimate the Pg adjusted prospective resources quantities
does not equate prospective resources with reserves or contingent resources.
Pg-adjusted prospective resources quantities cannot be compared directly to or
aggregated with either reserves or contingent resources. Estimates of Pg are
interpretive and are dependent on the quality and quantity of data currently
made available. Future data acquisition, such as additional drilling or seismic
acquisition, can have a significant effect on Pg estimation. These additional
data are not confined to the study area, but also include data from similar
geologic settings or technological advancements that could affect the estimation
of Pg.


Predictability versus Portfolio Size - The accuracy of forecasts of the number
of discoveries that are likely to be made is constrained by the number of
prospects in the exploration portfolio. The size of the portfolio and Pg
together are helpful in gauging the limits on the reliability of these
forecasts. A high Pg, which indicates a high chance of discovering measurable
petroleum, may not require a large portfolio to ensure that at least one
discovery will be made (assuming the Pg does not change during drilling of some
of the prospects). By contrast, a low Pg, which indicates a low chance of
discovering measurable petroleum, could require a large number of prospects to
ensure a high confidence level of making even a single discovery. The
relationship between portfolio size, Pg, and the probability of a fully
unsuccessful drilling program that results in a series of wells not encountering
measurable hydrocarbons is referred to herein as the predictability versus
portfolio size relationship(i) (PPS). It is critical to be aware of PPS, because
an unsuccessful drilling program, which results in a series of wells that do no
encounter measurable hydrocarbons, can adversely affect any exploration effort,
resulting in a negative present worth.


For a large prospect portfolio, the Pg-adjusted mean estimate of the prospective
resources quantity should be a reasonable estimate of the recoverable petroleum
quantities found if all prospects are drilled. When the number of prospects in
the portfolio is small and the Pg is low, the recoverable petroleum actually
found may be considerably smaller than the Pg-adjusted mean estimate would
indicate. It follows that the probability that all of the prospects will be
unsuccessful is smaller when a large inventory of prospects exist.


Prospect Technical Evaluation Stage - A prospect can often be subcategorized
based on its current stage of technical evaluation. The different stages of
technical evaluation relate to the amount of geologic, geophysical, engineering,
and petrophysical data as well as the quality of available data.


Prospect - A prospect is a potential accumulation that is sufficiently well
defined to be a viable drilling target. For a prospect, sufficient data and
analyses exist to identify and quantify the technical uncertainties, to
determine reasonable ranges of geologic chance factors and engineering and
petrophysical parameters, and to estimate prospective resources.




(1) Arithmetic summation of Best Estimate (P50) Gross Prospective Oil       
Resources as evaluated by DeGolyer and MacNaughton Canada Limited, see      
Appendix A for further detail.