Para Resources Inc. Closes Brokered 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. CLOSES BROKERED PRIVATE PLACEMENT TO EXISTING SHAREHOLDERS AND CONCURRENT DEBT SETTLEMENT

Vancouver, British Columbia, August 22, 2014 – Para Resources Inc. (TSXV: PBR)(“Para Resources” or the “Company”) announces that the Company has closed a brokered private placement (the “Private Placement”) of $345,000 (the “Offering Amount”), consisting of 4,928,572 units (each a “Unit”) at a price of $0.07 per Unit, including 642,857 Units issued pursuant to the full exercise of a 15% over-allotment option by Jordan Capital Markets Inc. (the “Agent”), agent 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 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 price of the Company’s common shares is $0.75 or more for 10 consecutive trading days. The Private Placement was 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”).

The net proceeds of the Private Placement will be used to pay for offering expenses and for general working capital purposes.

The Private Placement was supported by the Agent pursuant to the terms of a standby commitment, under which the Agent agreed to sell, on a guaranteed basis, all Units not otherwise acquired under the Private Placement by existing security holders to other exempt purchasers. In connection with the Private Placement, the Company has paid an 8% cash commission, and issued options (the “Agent’s Options”) equal to 25% of the Units sold under the Private Placement, to the Agent and certain of its sub-agents. Each Agent’s Option is exercisable to acquire a common share of the Company at a price of $0.10 per common share for a period of two years from the date of issuance, and is subject to the same acceleration provisions as the Warrants.

The Units are subject to a four month and a day hold period in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

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

The Company settled 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 identical terms as the Units. All securities issued to settle the Debt are subject to a four month and a day hold period, and 2,570,224 Debt Units are further subject to a one year hold period, with 20% released every three months, the first of such releases being effected on closing.

$837,073.46 of the Debt was owed to a Non-Arm's Length party for loans made to the Company and

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interest thereon. This portion of the Debt Settlement was 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 was:

 exempt from the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsections 5.5(b) of MI 61-101, and

• 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.

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

The principals of the Company have demonstrated their strong commitment to the Company by converting substantial cash debt into securities of the Company. We are also pleased that many existing shareholders participated in the Private Placement and further that Jordan Capital Markets Inc. was able to oversubscribe the Private Placement. We believe this may have been the first brokered existing shareholder private placement conducted by a TSX Venture Issuer.

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:

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”

President and Chief Executive Officer

For further information, please contact Andrea Laird

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

Cautionary Statement Regarding Forward-Looking Information

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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.