PanTerra Announces Closing of $130 Million Bought Deal Financing of Subscription Receipts

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES


PanTerra Resource Corp. ("PanTerra" or the "Corporation") (TSX VENTURE:PRC) is
pleased to announce that it has closed its previously announced bought deal
financing of subscription receipts of the Corporation (the "Subscription
Receipts") with a syndicate of underwriters co-led by Desjardins Capital Markets
and TD Securities Inc. (together, the "Co-Lead Underwriters") and including
Raymond James Ltd., Beacon Securities Limited, Haywood Securities Inc., CIBC
World Markets Inc. and Clarus Securities Inc., whereby the Corporation issued
500,000,000 Subscription Receipts at a price of $0.26 per Subscription Receipt
for aggregate gross proceeds of $130.0 million (the "Offering"). The gross
proceeds from the Offering will be held in escrow and will be released to the
Corporation upon completion of its $120 million acquisition of certain natural
gas assets (the "Acquisition"), as described in further detail below. The
Acquisition is currently anticipated to close on or about July 31, 2014. For
further information regarding the Acquisition, please see the press release of
the Corporation dated June 12, 2014. 


The Subscription Receipts were issued pursuant to a subscription receipt
agreement (the "Subscription Receipt Agreement") between the Corporation, the
Co-Lead Underwriters and a trust company, as escrow agent. Pursuant to the
Subscription Receipt Agreement, the gross proceeds from the Offering will be
held in escrow pending delivery of notice (the "Release Notice") of all
conditions to the completion of the Acquisition (other than the payment of the
purchase price) being met (the "Escrow Release Conditions"). If: (i) all
conditions to the completion of the Acquisition (other than the payment of the
purchase price) are not met on or before 5:00 p.m. (Calgary time) on August 15,
2014; (ii) the purchase and sale agreement dated June 11, 2014 providing for the
Acquisition is terminated at an earlier time; or (iii) the Corporation advises
the Co-Lead Underwriters, or announces to the public, that it does not intend to
proceed with the Acquisition, holders of Subscription Receipts will receive a
cash amount equal to the offering price of the Subscription Receipts and any
interest that was earned thereon during the term of escrow, less any applicable
withholding taxes. 


Each Subscription Receipt will entitle the holder thereof to receive one common
share of the Corporation (a "Common Share"), without any further payment or
action on the part of the holder, upon the Escrow Release Conditions having been
satisfied and the earlier of: (i) four months and a day after the closing of the
Offering, being October 28, 2014; and (ii) upon the issuance of a final passport
decision document evidencing a receipt on behalf of each of the securities
regulatory authorities in each of the provinces of Canada in which Subscription
Receipts were sold (the "Qualifying Provinces"), pursuant to Multilateral
Instrument 11-102 - Passport System (the "Final Receipt") for a final prospectus
(the "Prospectus") qualifying the Common Shares underlying the Subscription
Receipts. 


The Corporation has agreed to use its reasonable commercial efforts to file the
Prospectus qualifying the Common Shares to be issued upon the exercise of the
Subscription Receipts in each of the Qualifying Provinces and obtain the Final
Receipt within 30 days from the date of delivery of the Release Notice. 


The Offering is subject to the final approval of the TSX Venture Exchange (the
"TSXV").


About PanTerra 

PanTerra is a junior public oil and gas company listed on the TSXV under the
symbol "PRC", with conventional and unconventional assets in Western Canada. The
technical team has worked together for over a decade in the Foothills Region of
Western Canada, through two successful, publicly traded companies. The unique
skills and repeat success at exploiting a complex, potentially prolific play
type are fundamental ingredients for a successful growth-oriented company in
Western Canada. Corporation information can be found at:
www.panterraresource.com. 


This news release does not constitute an offer to sell or the solicitation of an
offer to buy any securities in the United States, in any province or territory
of Canada or in any other jurisdiction. The securities to be offered have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws
and may not be offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. There shall be no sale of the
securities in any jurisdiction in which an offer to sell, a solicitation of an
offer to buy or a sale would be unlawful.


NEITHER 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.


SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION 

This press release contains certain statements or disclosures relating to
PanTerra, the Acquisition and the Offering that are based on the expectations of
PanTerra as well as assumptions made by and information currently available to
PanTerra which may constitute forward-looking information under applicable
securities laws. All such statements and disclosures, other than those of
historical fact, which address activities, events, outcomes, results or
developments that PanTerra anticipates or expects may, or will occur in the
future (in whole or in part) should be considered forward-looking information.
In some cases, forward-looking information can be identified by terms such as
"forecast", "future", "may", "will", "expect", "anticipate", "believe",
"potential", "enable", "plan", "continue", "contemplate", "pro-forma", or other
comparable terminology. In particular, this press release makes reference to the
issuance of Common Shares issued on the exercise of the Subscription Receipts,
the use of proceeds of the Offering, the expected completion of the Acquisition
and the filing of the Prospectus to qualify the Common Shares issued on the
exercise of the Subscription Receipts. Readers are cautioned that there is no
assurance that the transactions referenced herein will proceed. Certain
conditions must be met before the Acquisition can be completed. Such conditions
include the receipt of all necessary regulatory approvals, including the
approval of the TSXV. There is no assurance that the required approvals will be
received and there is therefore no assurance that the Acquisition will be
completed in the time frame anticipated or at all. If the Acquisition is not
completed, this could have an adverse effect on the Corporation. Many factors
could cause the performance or achievement by PanTerra to be materially
different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements. These factors include
the failure to obtain the required approvals, including approval of the TSXV.
Readers are cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this press release are expressly
qualified by this cautionary statement. The Corporation is not under any duty to
update any of the forward-looking statements after the date of this press
release or to conform such statements to actual results or to changes in the
Corporation's expectations and the Corporation 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
PanTerra Resource Corp.
Tim de Freitas
President and CEO
403-261-5900


PanTerra Resource Corp.
Carrie McLauchlin
VP Finance & CFO
403-261-5900


PanTerra Resource Corp.
800, 717 - 7th Avenue S.W.
Calgary, AB, T2P 0Z3
403-261-5900
403-261-5902 (FAX)
www.panterraresource.com