PTP Petrichor Energy Inc

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES


Petrichor Energy Inc. (TSX VENTURE:PTP)(FRANKFURT:YQN) (the Company or PTP)
announces that it is negotiating a private placement to raise up to
Cdn$6,000,000 through the issuance of convertible debentures (the "Debentures"),
subject to acceptance by the TSX Venture Exchange (the "Exchange"). 


Proceeds will be raised by the Company issuing the Debentures in the total
principal amount of up to Cdn$6,000,000. Subscribers will have the right to
convert the principal amount and any accrued but unpaid interest thereon, into
common shares of the Company (the "Conversion Shares") for a period of three (3)
years from the date of issuance of the Debentures. With respect to the
outstanding Principal Amount of the Debentures, conversion will be at a price
equal to (a) Cdn$0.35 per Conversion Share in the first year, $0.70 per
Conversion Share in the second year and $1.00 per Conversion Share in the third
year. With respect to any accrued but unpaid interest, conversion will be the
greater of Cdn$0.35 with respect to the outstanding Principal Amount of
Convertible Debentures in the first year, $0.70 in the 2nd year and $1.00 in the
third year, and the last closing price of the common shares of the Company on
the TSX Venture Exchange on the day prior to the issuance of the Conversion
Shares. 


The Debentures will be transferable (subject to applicable securities laws), and
will bear interest at 12% per annum, maturing three years from the date of
issuance (the "Maturity Date"). Up to the Maturity Date, only interest on the
Debentures will be repaid, with the first quarterly interest payment being due
on June 30, 2013. The Debentures may be pre-paid at any time by the Company
after September 30, 2013 and prior to the Maturity Date. Any outstanding
principal amount and accrued interest will be due and payable on the Maturity
Date. 


The Debentures will be secured by a first fixed charge on the Company's
interests in all of its oil and gas wells in Texas, which will be registered in
favor of the subscribers under this private placement on a pari passu basis. 


In the event that at any time after four months from the issue of the Debentures
the average closing price of the shares of the Company on the Exchange has been
in excess of 150% of the Conversion Price over a period of 30 consecutive
trading days, the Company will be entitled to give notice to the holders of
Debentures that the Debentures will be required to be converted into Conversion
Shares or the outstanding principal amount (and any accrued but unpaid interest
thereon) will be paid out, at the election of the Debenture holder. 


In the event that, prior to the Maturity Date, the Company receives from an
arm's length party a take-over bid or similar offer to acquire 20% or more of
the Company's outstanding common shares or the Company proposes to carry out a
reorganization transaction under which shareholders of the Company will upon
completion thereof hold less than 51% of the common shares of the resulting
issuer (a "Transaction"), the Company will be entitled to give notice to the
holders of the Debentures requiring, at the election of the Debenture holder,
the Debentures either to be converted into Conversion Shares or the principal
amount owing (and any accrued but unpaid interest thereon) be paid out at the
closing of the Transaction. 


Proceeds will be used towards the acquisition of the Marble Falls Property in
Texas (see News Release dated October 24, 2012), and to fund drilling and
advancing development of oil and gas wells on the Company's assets towards
commercial production. 


The Company may pay finders' fees in accordance with Exchange policies and
subject to the requirements of applicable securities laws.


On behalf of the Board of Directors

Joe DeVries, CEO

For further information on PTP please visit our website at www.petrichorenergy.com.

The Company's public documents may be accessed at www.sedar.com.

The securities referred to in this news release have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements.


This news release does not constitute an offer for sale of securities for sale,
nor a solicitation for offers to buy any securities. Any public offering of
securities in the United States must be made by means of a prospectus containing
detailed information about the company and management, as well as financial
statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Petrichor Energy Inc.
Joe DeVries
CEO
(604) 336-8615
(604) 718-2808 (FAX)
www.petrichorenergy.com

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