Estrella Completes the Acquisition of Zigma Petroleum Services

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Estrella International Energy Services Ltd. (the "Company" or "Estrella") (TSX
VENTURE:EEN), is pleased to announce that further to its press release of
September 6, 2011, all closing conditions have been satisfied in connection with
the acquisition of a 100% interest in Zigma Colombia Petroleum Services S.A.
("Zigma"). Estrella also announces that it has elected not to close on the
acquisition of the remaining 51% of Petroland S.A.S. ("Petroland") at this time.


Estrella initially acquired 49% of the issued and outstanding shares of Zigma
and Petroland on March 14, 2011. Concurrently with these acquisitions, Estrella
also acquired an option to purchase the remaining 51% of the shares of each
company. The terms of the options were amended by the parties on September 6,
2011.


On February 23, 2012, Estrella completed the acquisition of the remaining 51%
interest in Zigma, and now holds 100% of the issued and outstanding shares of
Zigma. The purchase price was satisfied by Estrella as follows:




--  payment of US$500,000 in cash; 
    
--  the assignment of US$2,450,000 in net receivables of Zigma to the
    sellers; and 
    
--  the assumption of approximately US$4 million in debt. 



Estrella has also reserved up to 3,125,000 common shares and up to 750,000 Class
B Preference Shares for issuance to the sellers. These shares are being reserved
by Estrella as security for outstanding contingencies of Zigma. The exact number
of shares to be issued to the sellers has not yet been determined.


The common shares will have a deemed issue deemed issue price of US$0.48, and
the Class B Preference Shares will have a deemed issue price of US$1.00. Holders
of the Class B Preference Shares will be entitled to a 6% cumulative dividend,
if and when declared by the board, payable semi annually. Estrella may, at its
sole option, elect to convert the preference shares into common shares, in the
event that the 20 consecutive trading day closing price of the common shares of
Estrella, is greater than or equal to US$1.00. The conversion rate shall be 1
common share of the Company for each preference share. The preference shares
will be automatically convertible into common shares on the fifth anniversary of
the date of issuance.


On February 17, 2012, Estrella notified the sellers of the remaining 51% of the
shares of Petroland, that it was not going to proceed with the closing of the
transaction as originally contemplated, at this time. Estrella elected not to
proceed due to the inability of the sellers to satisfy certain key conditions
precedent to closing.


Estrella continues to hold 49% of the shares of Petroland, and remains its
single largest shareholder. Estrella remains in discussions with the other
shareholders of Petroland with respect to the future direction of Petroland.


Warren Levy, Chairman & CEO of Estrella commented: "We are pleased to have
closed on the acquisition of 100% of Zigma. We have also completed planned
upgrades to the key drilling rigs which were formerly owned by Zigma. While we
are disappointed at the inability of the sellers of Petroland to comply with
certain key conditions precedent, we felt it was important to move forward, and
give a very clear indication to the market in Colombia that Estrella as a
standalone company will offer our high standard of service and commitment to the
market. We continue to be in discussions with the owners of Petroland to
determine the best course of action to continue with respect to our 49%
ownership in Petroland SAS."


Statements in this press release may contain forward-looking information. Any
statements in this press release that are not statements of historical fact may
be deemed to be forward-looking statements. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate", "expects" and similar
expressions. Forward-looking statements in this press release include, but are
not limited to, statements with respect to the future business plans and
services.


The reader is cautioned that assumptions used in the preparation of any
forward-looking information may prove to be incorrect. Events or circumstances,
such as future availability of capital on favourable terms, may cause actual
results to differ materially from those predicted, as a result of numerous known
and unknown risks, uncertainties, and other factors, many of which are beyond
the control of Estrella. The reader is cautioned not to place undue reliance on
any forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated. Forward-looking
statements contained in this press release are expressly qualified by this
cautionary statement. The forward-looking statements contained in this press
release are made as of the date of this press release, and Estrella does not
undertake any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by securities law.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Estrella International Energy (TSXV:EEN)
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