TGL TransGlobe Energy Corporation

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

TransGlobe Energy Corporation (TSX:TGL)(NASDAQ:TGA) ("TransGlobe" or the
"Company") today announced it has entered into an agreement with a syndicate of
underwriters, co-led by Scotiabank and Macquarie Capital Markets Canada Ltd.,
under which the members of the syndicate have agreed to purchase for resale, on
a bought-deal basis, CDN$85.0 million aggregate principal amount of 6%
convertible unsecured subordinated debentures (the "Debentures") of TransGlobe
(the "Offering"). Closing of the Offering, which is subject to customary
conditions and approvals, including approval of the Toronto Stock Exchange and
the NASDAQ and, among other things, review of final Debenture documentation by
the Company's senior lender, is expected to occur on or about February 22, 2012.
TransGlobe has also granted the underwriters an over-allotment option to
purchase, on the same terms, up to an additional CDN$12.75 million aggregate
principal amount of Debentures. This option is exercisable, in whole or in part,
by the underwriters, in their sole discretion, at any time up to 30 days after
closing. The maximum gross proceeds raised under the Offering will be CDN$97.75
million, should the over-allotment option be exercised in full.


The proceeds of the Offering will be used to pursue new business development
opportunities including adding new acreage through farm-in arrangements, bid
rounds or acquisitions. 


The Debentures have a face value of $1,000 per debenture, a coupon of 6.00%, a
maturity date of March 31, 2017 and will be convertible into common shares of
the Company ("Common Shares") at the option of the holder at a conversion price
of CDN$15.10 per Common Share, representing a conversion premium of 45 percent
to the closing price of the Common Shares on the TSX on February 1, 2012. The
Debentures will pay interest semi-annually in arrears on March 31 and September
30 of each year, commencing on September 30, 2012. The Debentures will not be
redeemable by TransGlobe on or before March 31, 2015, other than in limited
circumstances in connection with a change of control of TransGlobe. On and after
March 31, 2015 and prior to March 31, 2017, the Debentures may be redeemed by
the Company, in whole or in part from time to time, on not more than 60 days and
not less than 30 days prior notice, at a redemption price equal to the principal
amount plus accrued and unpaid interest, if any, up to but excluding the date
set for redemption, provided that the weighted average trading price of the
Common Shares on the TSX for the 20 consecutive trading days ending five trading
days prior to the date on which notice of redemption is provided is not less
than 125 percent of the conversion price. In the event that a holder of
Debentures exercises their conversion right, including following a notice of
redemption by the Company, such holder shall be entitled to receive accrued and
unpaid interest, in addition to the applicable number of Common Shares to be
received on conversion, for the period from the latest interest payment date to
the date of conversion.


The Debentures will be direct, unsecured obligations of TransGlobe, subordinated
to all other liabilities of the Company, except liabilities which by their terms
rank equally with or subordinate to the Debentures. The Debentures will rank
equally with one another and all additional unsecured subordinated indebtedness
issued by the Company from time to time.


The Debentures will be offered in all of the Provinces of Canada pursuant to a
short form prospectus and to "qualified institutional buyers" in the United
States pursuant to the registration exemptions provided by Rule 144A of the
United States Securities Act of 1933, and internationally on a private placement
basis.


TransGlobe Energy Corporation is a Calgary-based, growth-oriented oil and gas
exploration and development company focused on the Middle East/North Africa
region with production operations in the Arab Republic of Egypt and the Republic
of Yemen. TransGlobe's common shares trade on the Toronto Stock Exchange under
the symbol TGL and on the NASDAQ Global Select Market under the symbol TGA.


Cautionary Statement to Investors:

This news release may include certain statements that may be deemed to be
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Such statements relate to possible future events.
All statements other than statements of historical fact may be forward-looking
statements. Forward-looking statements are often, but not always, identified by
the use of words such as "seek", "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "project", "predict", "potential", "targeting",
"intend", "could", "might", "should", "believe" and similar expressions. These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results or events to differ materially from those anticipated
in such forward-looking statements. Although TransGlobe's forward-looking
statements are based on the beliefs, expectations, opinions and assumptions of
the Company's management on the date the statements are made, such statements
are inherently uncertain and provide no guarantee of future performance. Actual
results may differ materially from TransGlobe's expectations as reflected in
such forward-looking statements as a result of various factors, many of which
are beyond the control of the Company. These factors include, but are not
limited to, statements concerning the anticipated closing date of the Offering.
The forward-looking statements are based on certain key expectations and
assumptions made by TransGlobe, including the anticipated receipt of regulatory
approvals and the approval of the Toronto Stock Exchange and the NASDAQ.
Although TransGlobe 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 TransGlobe can give no
assurance that they will prove to be correct. The closing of the Offering could
be delayed or the Offering may not close at all if the required approvals are
not obtained on a timely basis or some other condition to the Offering is not
satisfied. TransGlobe does not assume any obligation to update forward-looking
statements if circumstances or management's beliefs, expectations or opinions
should change, and investors should not attribute undue certainty to, or place
undue reliance on, any forward-looking statements. Please consult TransGlobe's
public filings at www.sedar.com and www.sec.gov/edgar.shtml for further, more
detailed information concerning these matters. 


This news release is not for dissemination in the United States or to any United
States news services. This news release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in the United States.
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
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available.

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