PXT Parex Resources Inc.

NOT FOR DISSEMINATION IN THE UNITED STATES

Parex Resources Inc. ("Parex" or the "Company") (TSX VENTURE:PXT)(TSX
VENTURE:PXT.R)(TSX VENTURE:PXT.DB), is pleased to announce the exercise in full
of the over allotment option which was granted to a syndicate of underwriters
co-led by FirstEnergy Capital Corp. and Scotia Capital Inc., and including
Haywood Securities Inc., CIBC World Markets Inc., Peters & Co. Limited, Raymond
James Ltd., RBC Capital Markets and TD Securities Inc. (collectively, the
"Underwriters"), in connection with its previously announced bought deal
financing (the "Offering"), of 27.0 million subscription receipts of Parex (the
"Subscription Receipts") at CDN$7.00 per Subscription Receipt for gross proceeds
of CDN$189.0 million and CDN$85.0 million aggregate principal amount of 5.25%
extendible convertible unsecured subordinated debentures (the "Debentures") of
Parex for total combined gross proceeds of CDN$274.0 million. Pursuant to the
exercise of the over allotment option, Parex has issued an additional 4.05
million Subscription Receipts at CDN$7.00 per Subscription Receipt for gross
proceeds of CDN$28.35 million, which increases the total gross proceeds of the
Offering to CDN$302.35 million. 


The net proceeds of the Offering will be used to fund the cash purchase price of
the previously announced acquisition (the "Acquisition") of a company which will
hold the 50% interest Parex does not already own in four Llanos Basin blocks in
Colombia, including the Kona discovery on Block LLA-16, for total consideration
of US$255 million and to fund transaction costs relating to the Acquisition. Any
remaining funds will be retained as available working capital. The Acquisition
is expected to close on or about June 29, 2011 and is subject to customary
transaction closing adjustments and the satisfaction of customary closing
conditions and approvals. 


If the Acquisition is completed prior to July 15, 2011 (the "Acquisition
Deadline"), each Subscription Receipt will automatically be exchanged for one
common share of Parex without any further action on the part of the holder and
without payment of additional consideration and the maturity date of the
Debentures will be automatically extended from the initial maturity date of July
15, 2011 to June 30, 2016. 


If the Acquisition is not completed prior to the Acquisition Deadline, the
Acquisition is terminated prior to the Acquisition Deadline, or the Corporation
provides notice to the Underwriters or announces to the public prior to the
Acquisition Deadline that it does not intend to proceed with the Acquisition
(the earliest to occur being the "Termination Time"), then holders of
Subscription Receipts shall be entitled to receive an amount per Subscription
Receipt equal to the offering price of the Subscription Receipts and a pro rata
share of interest earned thereon. In addition, if the Termination Time occurs,
the Debentures will mature on July 15, 2011 and the holders shall be entitled to
receive the principal amount of the Debentures at par together with all accrued
and unpaid interest thereon.


This press release is not an offer to sell or a solicitation of an offer to buy
the Subscription Receipts and Debentures in the United States. The securities
have not been registered under the U.S. Securities Act of 1933, as amended, or
any state securities law. Securities may not be offered or sold in the United
States absent registration or an exemption from the registration requirements. 


Corporate Overview 

Parex, through its direct and indirect subsidiaries, is engaged in oil and
natural gas exploration, development and production in South America and the
Caribbean region. Parex is conducting exploration activities on its 595,000 acre
holdings in the Llanos Basin of Colombia and 223,500 acre holdings onshore
Trinidad. Parex is headquartered in Calgary, Canada.


Advisory on Forward Looking Statements 

Certain information regarding Parex set forth in this document contains
forward-looking statements that involve substantial known and unknown risks and
uncertainties. The use of any of the words "plan", "expect", "prospective",
"project", "intend", "believe", "should", "anticipate", "estimate" or other
similar words, or statements that certain events or conditions "may" or "will"
occur are intended to identify forward-looking statements. Such statements
represent Parex's internal projections, estimates or beliefs concerning, among
other things, future growth, results of operations, production, future capital
and other expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, plans for and results of drilling activity,
environmental matters, business prospects and opportunities. These statements
are only predictions and actual events or results may differ materially.
Although the Company's management believes that the expectations reflected in
the forward-looking statements are reasonable, it cannot guarantee future
results, levels of activity, performance or achievement since such expectations
are inherently subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors could cause Parex's
actual results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, Parex. 


In particular, forward-looking statements contained in this document include,
but are not limited to, statements concerning the Offering and the Acquisition,
including the timing of closing of the Acquisition; regulatory and other
approvals required for the Acquisition; and the use of proceeds from the
Offering. 


These forward-looking statements are subject to numerous risks and
uncertainties, including but not limited to, the impact of general economic
conditions in Canada, Colombia and Trinidad & Tobago; industry conditions
including changes in laws and regulations including adoption of new
environmental laws and regulations, and changes in how they are interpreted and
enforced, in Canada, Colombia and Trinidad & Tobago; competition; lack of
availability of qualified personnel; the results of exploration and development
drilling and related activities; obtaining required approvals of regulatory
authorities, in Canada, Colombia and Trinidad & Tobago; risks associated with
negotiating with foreign governments as well as country risk associated with
conducting international activities; volatility in market prices for oil;
fluctuations in foreign exchange or interest rates; environmental risks; changes
in income tax laws or changes in tax laws and incentive programs relating to the
oil industry; ability to access sufficient capital from internal and external
sources; risk that the board of directors of Parex determines that it would be
in the best interests of Parex to deploy the proceeds of the Offering for some
other purpose; failure to receive all required regulatory and other approvals
for the Acquisition; and other factors, many of which are beyond the control of
the Company. Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could effect
Parex's operations and financial results are included in reports on file with
Canadian securities regulatory authorities and may be accessed through the SEDAR
website (www.sedar.com).


Although the forward-looking statements contained in this document are based
upon assumptions which Management believes to be reasonable, the Company cannot
assure investors that actual results will be consistent with these
forward-looking statements. With respect to forward-looking statements contained
in this document, Parex has made assumptions regarding: receipt of regulatory
and other approvals for the Offering and the Acquisition; current commodity
prices and royalty regimes; availability of skilled labour; timing and amount of
capital expenditures; future exchange rates; the price of oil; the impact of
increasing competition; conditions in general economic and financial markets;
availability of drilling and related equipment; effects of regulation by
governmental agencies; royalty rates, future operating costs, and other matters.
Management has included the above summary of assumptions and risks related to
forward-looking information provided in this document in order to provide
shareholders with a more complete perspective on Parex's current and future
operations, the Acquisition and the Offering and such information may not be
appropriate for other purposes. Parex's actual results, performance or
achievement could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurance can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do, what benefits Parex will derive there
from. These forward-looking statements are made as of the date of this document
and Parex 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.

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