Virginia Hills Oil Corp. Announces Closing of the Acquisition of A Private Oil and Gas Producer - Seite 2

Conversion of Subscription Receipts

Virginia Hills previously issued 11,974,300 subscription receipts ("Subscription Receipts") at a price of $0.25 per Subscription Receipt for gross proceeds of approximately $3 million on April 15, 2015. In accordance with their terms, each Subscription Receipt was exchanged for one (1) unit of Virginia Hills (a "Unit") upon the closing of the Acquisition and the proceeds from the sale of the Subscription Receipts were released from escrow. Holders of Subscription Receipts are not required to take any action in order to receive the Units to which they are entitled.

Each Unit is comprised of one (1) Virginia Hills Share, one (1) share purchase warrant exercisable at a price of $0.30 ("Series A Warrant") and one (1) share purchase warrant exercisable at a price of $0.35 ("Series B Warrant"). Each Series A Warrant and Series B Warrant will entitle the holder thereof to purchase one (1) Virginia Hills Share for a period of five (5) years. The Series A Warrants and Series B Warrants vest and become exercisable in tranches of 1/3 per series, upon the volume weighted average price of the Virginia Hills Share for twenty days equalling or exceeding $0.35, $0.40 and $0.45, respectively.

Following completion of the Acquisition and issuance of the Units pursuant to the terms of the Subscription Receipts, Virginia Hills has a total of 16,311,981 Virginia Hills Shares, 17,376,989 arrangement rights and 11,974,300 Series A Warrants, 11,974,300 Series B Warrants and 4,000,000 Series C Warrants issued and outstanding.

Exercise of Arrangement Rights

Former registered holders of Pinecrest Energy Inc. ("Pinecrest") common shares (the "Pinecrest Shareholders") are encouraged to complete, execute and submit the letter of transmittal included in the accompanying materials sent to Pinecrest Shareholders for the special meeting of Pinecrest Shareholders held on March 19, 2015 as soon as possible. The rights ("Arrangement Rights") issued to former Pinecrest Shareholders under the arrangement involving Pinecrest, Virginia Hills and Cardinal Energy Ltd. (the "Arrangement") will expire on May 15, 2015.