Para Resources Inc. Announces Private Placement to Existing Shareholders and Concurrent Debt Settlement

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

PARA RESOURCES INC.

Suite 654, 999 Canada Place Vancouver, British Columbia V6C 3E1

PARA RESOURCES INC. ANNOUNCES PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS AND CONCURRENT DEBT SETTLEMENT

Vancouver, British Columbia, July 14, 2014 – Para Resources Inc. (TSXV: PBR)(“Para Resources” or the “Company”) announces that the Company intends to conduct a private placement (the “Private Placement”) of $300,000 (the “Offering Amount”) consisting of up to 4,285,715 units (each a “Unit”) at a price of $0.07 per Unit. There is no minimum for the Private Placement. Each Unit consists of one common share of the Company and one half of one transferable share purchase warrant (each whole warrant a “Warrant”). Each Warrant is exercisable to acquire one additional common share of the Company for a period of two years at a price of $0.10 per common share. The Warrants will have an acceleration provision pursuant to which the term of the Warrants shall automatically be reduced to 30 business days in the event the closing weighted average price of the Company’s common shares is $0.75 or more for 10 consecutive trading days. The Private Placement will be conducted in reliance upon certain prospectus exemptions, including the exemption allowing issuers to raise capital by distributing securities to existing security holders (the “Existing Shareholder Exemption”). In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.

This offer is available to all shareholders who held our common shares on July 10, 2014.

Jordan Capital Markets Inc. (the “Agent”) has been engaged by the Company to act as the placement agent for the Private Placement. The Private Placement will be supported by the Agent pursuant to terms of a standby commitment agreement to be entered into on or before closing, pursuant to which the Agent will agree to sell on a guaranteed basis, all Units not otherwise acquired under the Private Placement by existing security holders to other exempt purchasers. The Company and Agent will enter into an agency agreement incorporating standard terms for transactions of this type, including a “disaster-out” clause. It is proposed that existing security holders will be given 2 weeks from the record date to confirm their subscriptions.

The net proceeds of the Private Placement will be used to pay for offering expenses and for general working capital purposes. Assuming the Private Placement is fully subscribed, the Company intends to allocate the net proceeds as follows: offering expenses $25,000 and the balance to provide general working capital. While the Company currently anticipates that it will use the net proceeds as described, it may re-allocate the net proceeds from time to time depending upon factors in effect at such time including prevailing market conditions.

In connection with the Private Placement, the Company will pay the Agent a 8% commission and issue the Agent an option (the “Agent’s Option”) equal to 25% of the 4,285,715 Units to be sold, subject to the approval of the TSX Venture Exchange (the “Exchange”). Each Agent’s Option will be exercisable to acquire a share of the Company at a price of $0.10 per share for a period of two years from the date of issuance.

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If the aggregate subscriptions for Units under the Private Placement exceed the maximum number of Units proposed to be distributed, subscriptions will be accepted in whole or in part at the discretion of the Company and the Agent.

The Units will be subject to a four month and a day hold period in accordance with the policies of the Exchange and applicable securities laws. The Private Placement remains subject to the approval of the Exchange.

Existing security holders of Para (formerly Kensington Court Ventures Inc.) are directed to contact the Agent, Jordan Capital Markets Inc., for further information concerning subscriptions for securities under the Private Placement, as follows:

Contact Person: Irene Reichenauer Telephone: (778) 373-4124 Email: [email protected]

The Company also announces that it has made arrangements to settle an aggregate of $1,016,989.17 in current debt (the “Debt”) owed to creditors, subject to the approval of the Exchange (the “Debt Settlement”).

The Company intends to settle the Debt by issuing an aggregate of 14,528,417 units (each a “Debt Unit”) at a price of $0.07 per Debt Unit, each Debt Unit having the identical terms as the Units. All securities issued to settle the Debt will be subject to four month and a day hold period and the issuance of the Debt Units will be subject to Exchange approval. $837,073.46 of the Debt is owed to a Non-Arm's Length party for loans made to the Company and interest thereon.

A portion of the Debt Settlement is a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). There has been no formal valuation of the Company or its assets to date, as there has not yet been any necessity to do so. The Debt Settlement is a transaction that is exempt from the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsections 5.5(b) of MI 61-101 because no securities of the Company are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

The Debt Settlement is a transaction that is exempt from the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsections 5.7(1)(e) of MI 61-101 Financial Hardship, which provides an exemption where the financial hardship criteria set out in Subsection 5.5(g) of MI 61-101 are met and where there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities.

Mr. Geoff Hampson, President and CEO of Para stated: “We are pleased to announce this reorganization plan, which will leave Para debt free and with sufficient working capital to continue operations. By conducting a Private Placement using the Existing Shareholder Exemption, we are giving all our existing shareholders the same opportunity to participate in the reorganization as the principals of the Company.

Para continues to develop its Tucumã Property in Para State, Brazil and most of the loans advanced to Para were used to conduct exploration work on the Tucumã Property. We are also looking at additional opportunities in Brazil”.

About Para Resources:

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Para Resources is a publicly-listed company on the Exchange with a focus on Brazilian gold properties. Para owns 100% of a gold and copper bearing property near the town of Tucumã in Para State in Brazil. Tucumã is located within a prospective area for gold and copper deposits, and the Company is looking to add additional prospective or advanced stage properties in the area to leverage the experienced and qualified geological team already on the ground. Neither the 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.

ON BEHALF OF THE BOARD OF DIRECTORS

“C. Geoffrey Hampson”

Chief Executive Officer

For further information, please contact Andrea Laird

Telephone: 604-648-3913, Fax: 604-683-9387

Cautionary Statement Regarding Forward-Looking Information

Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law, including statements regarding the proposed private placement. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forwardlooking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Para Resources. Nor is it an offer to sell securities or a solicitation of an offer to buy securities in any state or jurisdiction where prohibited by law. No securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.