Berens Energy Ltd. Announces Sale of Company to PetroBakken Energy Ltd.

Berens Energy Ltd. ("Berens" or the "Company") (TSX: BEN.TO) announces that it has entered into a definitive amalgamation agreement (the "Agreement") with PetroBakken Energy Ltd. ("PetroBakken") and a wholly-owned subsidiary of PetroBakken pursuant to which PetroBakken will indirectly acquire all of the issued and outstanding common shares of Berens (the "Berens Shares") on a fully diluted basis for a cash consideration of $2.70 per Berens Share. The transaction, including indebtedness of approximately $65 million, is valued at $336 million. The transaction will be completed by way of an amalgamation under the Business Corporations Act (Alberta) ("Amalgamation") and is expected to close prior to the end of February, 2010.

The offer represents a 34% premium to the weighted average closing price of Berens Shares for the 20 trading days ended December 31, 2009 and a 33% premium to the December 31, 2009 closing price of $2.03 per Berens Share. Completion of the Amalgamation will be subject to certain customary conditions, including approval of the Amalgamation by not less than 66 2/3 percent of the votes cast at a special meeting of holders of Berens Shares to be held as soon as practicable and receipt of all regulatory approvals.

"Our Board of Directors, management, and staff have been committed to enhancing value for our shareholders." said Dan Botterill, Berens' President & Chief Executive Officer. "We believe the Amalgamation fulfills that commitment through value we have received for our strong asset base and future drilling inventory we have accumulated".

The Boards of Directors of Berens and PetroBakken have unanimously approved the Agreement and the Board of Directors of Berens has determined that the Amalgamation is in the best interests of Berens and the Berens shareholders and recommends that Berens shareholders approve the Amalgamation. Peters & Co. Limited acted as exclusive financial advisor to Berens and has provided the Board of Directors of Berens with its opinion that the consideration to be received by Berens shareholders under the Amalgamation is fair, from a financial point of view, to the holders of Berens Shares.

The executive officers, directors and certain shareholders of Berens holding approximately 24 percent of the outstanding Berens Shares on a fully diluted basis have agreed to vote their Berens Shares in favour of the Amalgamation, subject to certain exceptions, and have signed support agreements with PetroBakken evidencing such commitment.

Berens has agreed to pay PetroBakken a non-completion fee of $10 million in certain circumstances if the proposed Amalgamation is not completed. The Agreement includes customary non-solicitation covenants and right to match provisions. Full details of the Amalgamation will be included in the information circular and related documents that will be mailed to all Berens shareholders shortly.

Berens Energy Ltd. is a junior oil and gas company currently trading on the Toronto Stock Exchange. The Company currently produces and explores for oil and gas in the Western Canadian Sedimentary Basin with its primary growth areas focused in the Pembina region. The Company's strategy is to focus on profitable growth through a strategic combination of investments in exploration, development and acquisitions in western Canada.

Caution Regarding Forward Looking Information

This press release contains forward looking information within the meaning of applicable securities laws. Forward looking statements may include estimates, plans, expectations, forecasts, guidance or other statements that are not statements of fact. Forward looking information in this press release includes, but is not limited to, statements with respect to the Amalgamation, the terms and conditions of the Amalgamation, the completion of the Amalgamation, the outcome of the Amalgamation and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance.

Forward-looking statements and information are based on current beliefs as well as assumptions made by; and information currently available to; Berens concerning anticipated financial performance, business prospects, strategies and regulatory developments. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking statements. These material risk factors include, but are not limited to: the failure to receive approval of the Amalgamation from Berens shareholders or applicable regulatory authorities; the possibility that government policies or law may change or governmental approvals may be delayed or withheld; change in tax laws; changes in royalty rates; and other regulations and general economic conditions.

The forward-looking statements contained in this press release are made as of the date of this press release. This cautionary statement expressly qualifies the forward-looking statements contained in this press release.

Contacts

Chief Executive Officer
Berens Energy Ltd.
Dan Botterill
(403) 303-3262

Dell P. Chapman

Berens Energy Ltd.

Chief Financial Officer

(403) 303-3267