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Petro One Approves Opton Grants and Re-Pricings

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/02/14 -- Petro One Energy Corp. (TSX VENTURE:POP)(PINKSHEETS:CUDBF)(FRANKFURT:C6K1) has approved the grant of incentive options exercisable to purchase up to an aggregate of 5,000,000 shares of the Company to directors and officers of the Company, and incentive options to purchase up to an additional 1,300,000 shares to Company consultants. All of the options are exercisable at the price of $0.31 per share until July 31, 2024 subject to earlier termination in accordance with their terms.

The Company has also approved the amendment of 450,000 incentive options previously granted to consultants of the Company and 4,100,000 incentive options previously granted to directors and officers of the Company by reducing the exercise prices of those options to $0.31 from $0.40 (as to 4,350,000 options) and $0.37 (as to 200,000 options) respectively. There will be no extension of the exercise periods of those options.

The proposed re-pricing of options held by insiders is subject to approval by "disinterested shareholder" vote - i.e. votes cast at the meeting excluding votes attached to shares beneficially owned by insiders to whom options may be granted under the Company's stock option plan or associates of such persons. The proposed grant of options to directors and officers is also subject to approval by disinterested shareholder vote to the extent that the proposed option grant results in the number of incentive options held by insiders as a group exceeding 10% of the Shares which are issued and outstanding as of the date of this news release.

The Company proposes to seek the required shareholder approvals at its 2014 Annual General Meeting. None of the options currently held by insiders and proposed to be re-priced may be exercised until the required shareholder approval has been obtained. None of the options granted to insiders as set out in this news release may be exercised until the required shareholder vote has been taken, and none of such options which result in the number of incentive options held by insiders as a group exceeding 10% of the Company shares which are issued and outstanding as of the date of this news release may be exercised until the required shareholder approval has been obtained. If approval of the new options granted to insiders is not obtained at the AGM, the number of options which are the subject of the grant will be reduced accordingly so that the aggregate number of shares under option to insiders does not exceed 10% of the shares which are issued and outstanding as of the date of this news release. Options granted to certain of the consultants will be subject to vesting in stages over at least twelve months, with no more than 25% of such options becoming vested in any three month period.

All option grants are subject to acceptance by the TSX Venture Exchange. The proposed re-pricing is also subject to acceptance by the TSX Venture Exchange. Incentive options are non-transferable. Shares issued pursuant to the exercise of incentive options described in this news release will be subject to resale restrictions for a period of four months from the grant date.


"Peter Bryant"

President & Director

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

King James Capital Corporation
Jeff Stuart
Investor Relations
(604) 805 0375
[email protected]

Petro One Energy Corp.
604 566 9089
Toll free: 877 566 9089
604 564 8003 (FAX)

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