Passport Energy Ltd : Passport Energy Ltd. Announces Share for Debt Transaction and Results of AGM

Passport Energy Ltd. (PPO: TSX.V) Shares Issued - 91,347,318

July 9, 2013 - News Release

Passport Energy Ltd. Announces Share for Debt Transaction and Results of AGM

Calgary, Alberta, July 9, 2013 - Passport Energy Ltd. (PPO: TSX.V) ("Passport" or the "Company") announces that it has entered into shares for debt agreements with various creditors, including three persons who are officers and/or directors of the Company, to settle an aggregate of $934,123 of debt through the issuance of 18,682,462 common shares ("Common Shares") of Passport at a deemed price of $0.05 (the "Transaction"). The Transaction is subject to TSX Venture Exchange approval.
The Transaction is being completed to reduce the accounts payable resulting from cost overruns on the drilling of the Company's last well, which was the direct result of the frac tools becoming lodged in the well bore and having to be milled out. In addition, outstanding management fees and legal fees will also be converted into shares in this offering.
Directors and officers of the Company will participate in the Transaction by converting $225,000 of their outstanding management fees into a total of 4,500,000 Common Shares.
All of the Common Shares of the Company issued and issuable in connection with the Transaction are subject to a four month "hold period" and the resale rules of applicable securities legislation.
Upon completion of the Transaction, the Company will have 110,029,780 common shares issued and outstanding.
The proposed issuance of Common Shares to directors and officers of the Company pursuant to the
Transaction will each be considered a "related party transaction" as defined in Multilateral Instrument
61-101 - Protection of Minority Security holders in Special Transactions ("MI 61-101"). Passport is relying on exemptions from the requirements of Multilateral Instrument 61-101, as adopted by TSXV
Exchange Policy 5.9.
A material change report in respect of this Transaction has not been filed at least 21 days in advance of the anticipated date for closing of the Transaction. Passport believes a shorter period between this disclosure and the closing of the Transaction is reasonable and necessary because of its need to satisfy its outstanding debts in a timely manner.
Passport is also pleased to announce that pursuant to its recently held Annual General Meeting ("AGM") that all the proposed resolutions outlined in the Information Circular and Proxy were passed. As well, Passport's board of directors was re-elected, and R. Gregg Smith was also newly elected to the board. Mr. Smith retired as the Senior Vice President and Chief Operating Officer of PetroBakken Energy Ltd. in April, 2012, after working with the affiliated companies of Petrobank and PetroBakken for more than 9 years.
Passport is a junior natural resource exploration company focused on the acquisition, exploration, and development of economically viable natural resources, with a focus on Bakken oil projects.
The Company trades on the TSX Venture Exchange under the trading symbol "PPO".

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Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For more information, please refer to the Company's public documents available on SEDAR (www.sedar.com).
For further information contact:
Bruce Murray Christopher Gulka, CA CFA President & CEO Chief Financial Officer
Tel: [phone] Tel: [phone]
Email: [e-mail] Email: [e-mail]
Website: www.passportenergy.com