PanTerra Resource Corp. Announces Recapitalization Financing and New Management Team

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UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAWS.


PanTerra Resource Corp. ("PanTerra" or the "Corporation") (TSX VENTURE:PRC) is
pleased to announce that it has entered into a definitive reorganization and
investment agreement (the "Agreement") with Tim de Freitas, Dorothy Else, Carrie
McLauchlin, Yvonne McLeod, Greg Feltham, Kavanagh Mannas and Bob Quartero (the
"Initial Investor Group"), which provides for: (i) a non-brokered private
placement of up to an aggregate of approximately $20.0 million (the "Private
Placement"); (ii) the appointment of a new management team and board of
directors of PanTerra (collectively, the "New Management Team"); and (iii) a
rights offering (the "Rights Offering") to current holders of common shares
("Common Shares") of PanTerra (collectively, the "Transaction"). Completion of
the Transaction is subject to customary closing conditions, including the
approval of the TSX Venture Exchange (the "TSXV"). Upon completion of the
Transaction, it is anticipated that the shareholders of PanTerra will be asked
to approve a change of the Corporation's name to "Ikkuma Resources Corp."


The New Management Team will be led by Tim de Freitas as President and Chief
Executive Officer, Dorothy Else as Executive Vice President, Carrie McLauchlin
as Vice President, Finance and Chief Financial Officer, Yvonne McLeod as Senior
Vice President, Engineering, Greg Feltham as Vice President, Exploration,
Kavanagh Mannas as Vice President, Operations and Bob Quartero as Manager,
Business Development.


Upon closing of the Transaction, the new board of directors will be comprised of
Tim de Freitas, Bob Dales, Charle Gamba, Bill Guinan and Mike Kohut. Bob Dales
will act as Chairman.


New Management Team

The New Management Team has a solid track record of creating value in oil and
gas companies through an integrated strategy of acquiring, exploiting and
exploring.


Most recently, the New Management Team was involved in senior leadership and
technical roles with Manitok Energy Inc. ("Manitok Energy"), a public oil and
gas exploration and development company focusing on conventional oil and gas
reservoirs in the Alberta Foothills and southeast Alberta. At Manitok Energy,
certain members of the New Management Team were responsible for the discovery
and development of Manitok Energy's Stolberg area, which grew from conception to
a peak gross production rate of approximately 8,000 boepd and has produced over
1 MMbbls of liquids to date.


Prior to Manitok Energy, during their time at Talisman Energy Inc. ("Talisman"),
Tim de Freitas, Yvonne McLeod, Greg Feltham and Bob Quartero (the "Talisman
Team"), were responsible for Talisman's Foothills exploration and development
program which peaked at approximately 65,000 boepd. The Talisman Team pioneered
the economic viability of horizontal wells targeting highly fractured, complex
reservoir trends. The Talisman Team drilled over 100 horizontal and deviated
wells, becoming the recognized technical leaders in Foothills horizontal
drilling with a greater than 90% success rate and top-tier finding and
development costs.


As a technical team, the New Management Team has worked together for more than a
decade.


The New Management Team will apply its past experience to grow the recapitalized
PanTerra through a combination of organic growth and acquisitions.




Tim de Freitas, PhD      Tim de Freitas has over 24 years of experience,    
President and Chief      including 18 years in Canadian and international   
 Executive Officer       Foothills. Mr. de Freitas was a co-founder, Vice   
                         President, Exploration and COO at Manitok Energy   
                         from inception in 2005 until October 2013. Prior to
                         that, he held various technical and managerial     
                         rolls at Talisman, Nexen, British Gas and Imperial 
                         Oil. He completed his BSc, MSc and PhD degrees and 
                         a Postdoctoral Fellowship at various Canadian      
                         Universities or research institutions.             
                                                                            
Dorothy Else             Dorothy Else was most recently the Vice President, 
Executive Vice           Land with Manitok Energy. Ms. Else was involved    
 President               with Manitok Energy from inception in 2005 until   
                         October 2013. Ms. Else has over 30 years of        
                         experience as a landman in a variety of roles      
                         including as an independent consultant for oil and 
                         gas exploration and production companies. Ms. Else 
                         held positions of increasing responsibility for    
                         Enerplus Resources from 1992 to 2001, including    
                         Vice President, Land.                              
                                                                            
Carrie McLauchlin,       Carrie McLauchlin was most recently the Vice       
 CA                      President, Finance and CFO of Invicta Energy Corp. 
Vice President,          from June 2010 to April 2013 prior to its sale to  
 Finance and Chief       Whitecap Resources Inc. Ms. McLauchlin was also a  
 Financial Officer       co-founder and the Vice President, Finance and CFO 
                         of Luke Energy and Keywest Energy. Ms. McLauchlin  
                         is a Chartered Accountant with over 20 years of    
                         financial reporting and accounting experience      
                         primarily in the oil and gas industry. Ms.         
                         McLauchlin received her Chartered Accountant       
                         designation in 1990.                               
                                                                            
Yvonne McLeod P.Eng.     Yvonne McLeod was most recently the Vice President,
Senior Vice              Drilling, Completions and Facilities at Manitok    
 President,              Energy. In this capacity, Ms. McLeod successfully  
 Engineering             built a strong technical team to execute the       
                         Alberta Foothills drilling program. Prior to       
                         Manitok Energy, Ms. McLeod worked for 8 years at   
                         Talisman leading multi-disciplinary projects       
                         drilling wells both internationally and in the     
                         North American Foothills. Ms. McLeod has 20 years  
                         of experience in the oil and gas industry. Ms.     
                         McLeod received her Bachelor of Engineering from   
                         the University of Calgary.                         
                                                                            
Greg Feltham, MSc        Greg Feltham was most recently a senior geologist  
Vice President,          and the Exploration Manager, Foothills at Manitok  
 Exploration             Energy from May 2010 to March 2014 where he was    
                         responsible for its Stolberg drilling operations   
                         and regional Foothills exploration. Prior to       
                         Manitok Energy, Mr. Feltham worked for Talisman in 
                         the Foothills and International Operations teams.  
                         Mr. Feltham has over 12 years of oil and gas       
                         experience specializing in Foothills geology and   
                         fractured reservoirs. Mr. Feltham received his BSc 
                         degree from Memorial University of Newfoundland and
                         his MSc degree in structural geology from the      
                         University of Calgary.                             
                                                                            
Kavanagh Mannas,         Kavanagh Mannas was most recently an Operations and
 P.Eng, MBA              Development Engineer at Manitok Energy from January
Vice President,          2013 to March 2014. Mr. Mannas' role included      
 Operations              managing Northern field operations, planning area  
                         development, preparing exploration economics and   
                         evaluating acquisition and divestiture             
                         opportunities. Prior thereto, Mr. Mannas worked for
                         Suncor Energy Inc. as an operations engineer in    
                         Grand Prairie and later in production and          
                         exploitation engineering in Calgary. Mr. Mannas'   
                         experience includes diverse Foothills expertise    
                         both in Alberta and British Columbia, including    
                         both sweet and sour products and gas and oil       
                         reservoirs. Mr. Mannas received his MBA from the   
                         University of Calgary with a specialization in     
                         Finance.                                           
                                                                            
Bob Quartero, MSc        Bob Quartero was most recently a Manager, Business 
Manager, Business        Development at Manitok Energy from September 2010  
 Development             to February 2014. Prior thereto, Mr. Quartero      
                         served as Manager, Foothills Exploration for       
                         Talisman where he managed a team of 45 staff,      
                         prospecting throughout the North American          
                         Foothills. Mr. Quartero's team pioneered horizontal
                         Foothills drilling. Mr. Quartero has over 30 years 
                         of oil and gas experience and is recognised as an  
                         industry technical leader in domestic and          
                         international Foothills exploration and production.
                         Mr. Quartero received his MSc in structural geology
                         from Leiden University, Netherlands.               



Each of the directors have strong track records and distinguished careers in
both the oil and gas industry and capital markets and have held prominent lead
positions within a range of successful companies. Their combined experience and
expertise will provide the New Management Team with invaluable advice, guidance
and support. 


Corporate Strategy

The New Management Team has extensive experience in creating shareholder value
through a focused business plan and believes the current market environment
provides an excellent opportunity to reposition PanTerra as a high growth junior
oil and gas company. The New Management Team believes that PanTerra will be well
positioned to take advantage of acquisition opportunities in the current market.


Following the completion of the Transaction, PanTerra expects to focus on
predominantly light oil, liquids rich and sweet gas exploration and development
opportunities in the Foothills region of Western Canada. The corporate strategy
is to grow through targeted acquisitions complemented by development and
exploration drilling concentrated in the Foothills region. The New Management
Team believes that the Foothills is underexploited in comparison to the rest of
the basin due to it being a technically challenging area requiring significant
operational experience. The New Management Team's technical expertise and track
record of operational execution are suited to provide production and reserve
growth in the new corporate structure. Unlike other plays, Foothills success
does not require as large a drilling inventory as single-zone resource plays.
Following the completion of the Transaction, the New Management Team intends to
target large, bypassed multi-zone stacked conventional pools. The current
PanTerra production base of approximately 85 boed (based on field estimates) and
the recapitalized corporate structure will allow for the exploitation of the
current drilling inventory and expansion of PanTerra's current opportunity suite
through internally generated projects and strategic acquisitions.


Upon completion of the Transaction, the recapitalized PanTerra is expected to
have a net cash position of approximately $17.6 million, assuming the Private
Placement is fully subscribed and assuming the exercise of all Rights (as
defined below) issued in connection with the Rights Offering (as defined below).
The New Management Team believes that this starting point will provide them with
a platform for aggressive growth through strategic acquisitions and internally
generated prospects.


Upon completion of the Transaction and subject to all regulatory and shareholder
approvals, it is anticipated that the New Management Team will change the name
of the Corporation from "PanTerra Resource Corp." to "Ikkuma Resources Corp.".


Private Placement and Stock Options

Pursuant to the Private Placement, the Initial Investor Group, together with
additional subscribers identified by the Initial Investor Group, will subscribe
for up to 33,333,333 units (the "Units") of PanTerra at a price of $0.075 per
Unit and up to 233,333,334 Common Shares at a price of $0.075 per Common Share
for maximum total proceeds of approximately $20.0 million. Each Unit shall be
comprised of one Common Share and one Common Share purchase warrant (a
"Warrant"). Each Warrant will entitle the holder to purchase one Common Share at
a price of $0.10 for a period of five years. The Warrants will vest and become
exercisable as to one-third upon the 20-day weighted average trading price of
the Common Shares (the "Market Price") equaling or exceeding $0.15, an
additional one-third upon the Market Price equaling or exceeding $0.20 and a
final one-third upon the Market Price equaling or exceeding $0.25.


The completion of the Private Placement is expected to occur on or about May 22,
2014, and may be completed in one or more tranches (the "Closing"). The
resignation of the current board of directors and management team of PanTerra
and the appointment of the New Management Team will occur contemporaneous with
the Closing. The closing of subscriptions for any remaining Units and of the
Common Shares will occur on such dates as determined by the Initial Investor
Group. 


Proceeds from the Private Placement will be used to reduce PanTerra's
indebtedness and for general corporate purposes. 


Rights Offering

Upon completion of the Private Placement, and subject to PanTerra receiving the
Written Consent (as defined below) on or before May 14, 2014, current PanTerra
shareholders will be entitled to participate in the Rights Offering, which is
expected to be conducted by way of a Rights Offering Circular. Pursuant to the
Rights Offering, each shareholder as of the record date for such offering (the
"Record Date") will be issued one right ("Right") for each Common Share held on
the Record Date, entitling that holder to purchase one (1) Common Share for
every eight (8) Rights held at a price of $0.075 per Common Share at or before
the expiry time of the Rights Offering, following which all outstanding Rights
shall terminate and expire. Subscribers under the Private Placement will not be
entitled to participate in the Rights Offering with respect to any securities
acquired pursuant to the Private Placement, or any securities acquired on the
conversion of any securities acquired pursuant to the Private Placement. The
Rights Offering is subject to applicable regulatory approval, including the
TSXV.


Shareholder and Stock Exchange Approvals

Completion of the Transaction is subject to a number of conditions and approvals
including, but not limited to, the approval of the TSXV and shareholder
approval. Under the policies of the TSXV, the completion of the Private
Placement is subject to the approval of the shareholders of PanTerra as the
completion of the Private Placement will result in the creation of a new
"control person" (as defined under the policies of the TSXV). In addition
thereto, the appointment of the New Management Team is subject to shareholder
approval under the policies of the TSXV. The required disinterested shareholder
approval may be obtained by PanTerra either by receipt of written consents by
holders of more than 50% of the issued and outstanding voting shares of PanTerra
(the "Written Consent") or by approval of a resolution at a special meeting of
shareholders (the "PanTerra Meeting"). Pursuant to the Agreement, PanTerra has
agreed to obtain the Written Consent on or before May 15, 2014, failing which
the Initial Investor Group has the right to terminate the Agreement. In the
event that the Written Consent is not obtained on or before May 15, 2014 and the
Initial Investor Group waives its termination right, PanTerra has agreed to
convene and hold the PanTerra Meeting on or before July 3, 2014.


The Corporation

PanTerra's current production consists of approximately 85 boepd (based on field
estimates) in central Alberta and has approximately 31,477,855 Common Shares
outstanding on a fully diluted basis and net debt position of approximately $1.1
million, excluding the costs of the Transaction. Upon completion of the Private
Placement and assuming the exercise of all Rights issued in connection with the
Rights Offering, PanTerra will have approximately 302,079,254 Common Shares, and
assuming the exercise of all Warrants issued in connection with the Private
Placement, there will be approximately 335,412,587 Common Shares outstanding on
a fully diluted basis. 


Board of Directors' Recommendation

The current board of directors of PanTerra has determined that the transactions
contemplated by the Agreement are in the best interests of its shareholders, has
approved such transactions and recommends that PanTerra's shareholders approve
the Agreement and the Transaction and execute the Written Consent. Any
shareholder of PanTerra wishing to obtain and execute the Written Consent should
contact PanTerra as set forth below. 


Current directors and officers of PanTerra who, in aggregate, own, directly or
indirectly or exercise control or direction over approximately 24% of the Common
Shares, have entered into support agreements or agreed to enter into support
agreements pursuant to which they have agreed or will agree, among other things,
to execute a Written Consent. 


Cancellation of Previously Announced Private Placement

As a result of the Transaction, the board of directors of PanTerra has
determined to not proceed with the private placement previously announced on
April 30, 2014. 


The Agreement

The Agreement contains a number of customary representations, warranties and
conditions. The complete Agreement will be accessible on PanTerra's SEDAR
profile at www.sedar.com.


Financial Advisors

Desjardins Securities Inc. is acting as financial advisor to the Initial
Investor Group.


About PanTerra

PanTerra is a diversified junior public oil and gas company listed on the TSXV
under the symbol "PRC", with holdings in both conventional and unconventional
projects in Western Canada that have excellent optimization and exploitation
potential. Company information can be found at: www.panterraresource.com.


Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions,
assumptions, estimates, the New Management Team's assessment of future plans and
operations, and, more particularly, statements concerning the completion of the
Transaction contemplated by the Agreement, the number of securities issued by
way of the Private Placement, the business plan of the New Management Team, the
change of name of the Corporation, use of proceeds and debt levels and
production following completion of the Transaction.


When used in this document, the words "will," "anticipate," "believe,"
"estimate," "expect," "intent," "may," "project," "should," and similar
expressions are intended to be among the statements that identify
forward-looking statements.


The forward-looking statements are founded on the basis of expectations and
assumptions made by PanTerra which include, but are not limited to, the timing
of the receipt of the required shareholder, regulatory and third party
approvals, the future operations of, and transactions completed by PanTerra as
well as the satisfaction of other conditions pertaining to the completion of the
Transaction.


Forward-looking statements are subject to a wide range of risks and
uncertainties, and although PanTerra believes that the expectations represented
by such forward-looking statements are reasonable, there can be no assurance
that such expectations will be realized.


Any number of important factors could cause actual results to differ materially
from those in the forward-looking statements including, but not limited to,
shareholder, regulatory and third party approvals not being obtained in the
manner or timing set forth in the Agreement, the ability to implement corporate
strategies, the state of domestic capital markets, the ability to obtain
financing, changes in general market conditions and other factors more fully
described from time to time in the reports and filings made by PanTerra with
securities regulatory authorities.


Except as required by applicable laws, neither PanTerra nor the Initial Investor
Group undertake any obligation to publicly update or revise any forward-looking
statements.


The term "boe" may be misleading, particularly if used in isolation. A boe
conversion of 6 Mcf: 1 bbl is based upon an energy equivalency conversion method
primarily applicable at the burner tip and it does not represent a value
equivalency at the well head.


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 news release.


This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities described herein. The securities 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 state securities laws and may not
be offered or sold within the United States or to United States Persons unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.


FOR FURTHER INFORMATION PLEASE CONTACT: 
PanTerra Resources Corp.
Fred P. Rumak P.Geol.
President
403-261-5900
403-261-5902 (FAX)


PanTerra Resources Corp.
Tim de Freitas
403-478-0141
403-261-5902 (FAX)
www.panterraresource.com