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TransAtlantic Petroleum Announces the Closing of its Series A Preferred Shares Offering, Third Quarter 2016 Financial Results, and Provides an Operations Update

Hamilton, Bermuda (November 9, 2016) – TransAtlantic Petroleum Ltd. (TSX: TNP) (NYSE-MKT: TAT) (the “Company” or “TransAtlantic”) today announced the closing of its offering of 12.0% Series A Convertible Redeemable Preferred Shares (the “Series A Preferred Shares”) and the financial results for the quarter ended September 30, 2016, and provided an operations update. Additional information can be found on TransAtlantic’s website at http://www.transatlanticpetroleum.com.

On November 4, 2016, the Company issued 921,000 Series A Preferred Shares in private placements under the Securities Act of 1933, as amended. Of the 921,000 Series A Preferred Shares, (i) 815,000 shares were issued in a private placement exchange offer (the “Exchange Offer”) to certain holders of the Company’s 2017 Notes, at an exchange rate of 20 Series A Preferred Shares for each $1,000 principal amount of 2017 Notes, and (ii) 106,000 shares were issued and sold in a private placement (the “Private Offering”) to certain holders of the 2017 Notes. All of the Series A Preferred Shares were issued at a value of $50.00 per share. Gross proceeds from the Private Offering were $5.3 million, which will be used by the Company for general corporate purposes. After completion of the Exchange Offer, $14.3 million aggregate principal amount of the 2017 Notes remain outstanding. The Company plans to use $4.3 million of the proceeds from the issuance of the Series A Preferred Shares to early redeem certain 2017 Notes, which will result in $10.0 million aggregate principal of the 2017 Notes outstanding.

N. Malone Mitchell, 3^rd, the Company’s Chief Executive Officer and the Chairman of its Board of Directors, stated, “We are pleased to complete the Series A Preferred Shares offering. With this transaction, the previously announced new term loan, and our entry into a share purchase agreement for the sale of Thrace Basin Natural Gas (Turkiye) Company (which is expected to close late 2016 or early 2017), we have completed the steps necessary to strengthen our company. We now look forward to resuming our corporate focus on the profitable expansion of our production and operations.”

Total revenues were $16.7 million for the three months ended September 30, 2016, compared to $17.7 million for the three months ended June 30, 2016 and $18.3 million for the three months ended September 30, 2015. For the three months ended September 30, 2016, TransAtlantic had a net loss from continuing operations of $4.6 million, or $0.10 per share (basic and diluted), compared to a net loss from continuing operations of $6.5 million, or $0.16 per share (basic and diluted), for the three months ended June 30, 2016, and net income from continuing operations of $15.6 million, or $0.38 per share (basic and diluted), for the three months ended September 30, 2015. The net loss for the third quarter of 2016 included a $2.9 million unrealized loss on its commodity derivatives and a $0.2 million unrealized foreign exchange loss. Capital expenditures totaled $1.5 million for the three months ended September 30, 2016, compared to $0.9 million for the three months ended June 30, 2016 and $7.7 million for the three months ended September 30, 2015.

Adjusted EBITDAX from continuing operations for the three months ended September 30, 2016 was $12.8 million, compared to $10.1 million for the three months ended June 30, 2016 and $16.4 million for the three months ended September 30, 2015.

During the third quarter of 2016, the Company continued low-cost well optimizations in its Selmo and Bahar fields in southeast Turkey. In the Bahar field, the Company ran electric submersible pumps in the Bahar-3 and Bahar-4 wells, which resulted in incremental production of 500 gross BOPD. The Company also completed facility upgrades and modifications in the Bahar field. In the Selmo field, the Company completed pipeline and facility upgrades, which allowed further optimization work to be undertaken and resulted in the addition of 100 BOPD to the Company’s Selmo production.

Also during the third quarter of 2016, TransAtlantic drilled the Guney Reisdere-1 obligation well (50% working interest) in the Thrace Basin. The well reached a total depth of 9,243 feet.

Although various gas shows were seen while drilling, open-hole logs did not indicate commercial quantities of reservoir quality rock, and the Company subsequently plugged and abandoned the well.

During the fourth quarter of 2016, the Company expects to drill or commence drilling between one and two wells in its Selmo and Bahar fields. Additionally, the Company is currently increasing the pumping capacity of the Bahar-1, Bahar-3 and Bahar-7 wells, and its capacity to process and store oil. The Company will complete an initial gas-to-electricity facility to provide power to operate its field operations, and plans to workover the Delen-1 well in the Thrace Basin, during the remainder of 2016.

The Company has scheduled a conference call for Thursday, November 10, 2016 at 8:00 a.m. Central (9:00 a.m. Eastern) to discuss third quarter 2016 financial results. Investors who would like to participate in the conference call should dial (877) 878-2762 or (678) 809-1005 approximately 10 minutes prior to the scheduled start time and ask for the TransAtlantic conference call. The conference ID is 12221010. A telephonic replay of the call will be available through November 11, 2016 and may be accessed by dialing (855) 859-2056 or (404) 537-3406. The conference ID is 12221010.

An enhanced webcast of the conference call and replay, as well as a presentation to accompany the earnings call, will be available through the Company’s website at www.transatlanticpetroleum.com. To access the live webcast and replay, click on “Investors,” select “Events & Presentations,” and click on “Listen to webcast” under the event listing. The webcast requires iOS, Microsoft Windows Media Player or RealOne Player.

On November 9, 2016, TransAtlantic filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

	For the Three Months Ended						For the Nine Months Ended
	Sept 30, 2016			Sept 30, 2015			Sept 30, 2016			Sept 30, 2015
Revenues:
Total revenues	$	16,659		$	18,337		$	49,923		$	69,147
Costs and expenses:
Production		3,070			3,104			9,025			10,059
Exploration, abandonment and impairment		1,531			3,762			2,964			8,202
Cost of purchased natural gas		1,027			668			3,264			1,403
Seismic and other exploration		3			177			84			328
General and administrative		2,659			4,849			11,401			18,664
Depreciation, depletion and amortization		7,280			8,173			23,053			28,183
Accretion of asset retirement obligations		97			88			285			277
Total costs and expenses		15,667			20,821			50,076			67,116
Operating income (loss)		992			(2,484	)		(153	)		2,031
Other (expense) income:
Interest and other expense		(3,836	)		(3,159	)		(9,106	)		(9,610	)
Interest and other income		1,009			332			1,411			683
(Loss) gain on commodity derivative contracts		(187	)		24,892			(2,419	)		25,430
Foreign exchange loss		(390	)		(1,221	)		(659	)		(6,867	)
Total other (expense) income		(3,404	)		20,844			(10,773	)		9,636
(Loss) income from continuing operations before income taxes		(2,412	)		18,360			(10,926	)		11,667
Income tax expense		(2,224	)		(2,727	)		(5,820	)		(5,746	)
Net (loss) income from continuing operations		(4,636	)		15,633			(16,746	)		5,921
Income (loss) from discontinued operations		6,886			(16,912	)		5,830			(20,627	)
Gain on disposal of discontinued operations		9,419			–			10,168			–
Income tax benefit		–			6,181			204			6,864
Net income (loss) from discontinued operations		16,305			(10,731	)		16,202			(13,763	)
Net income (loss)		11,669			4,902			(544	)		(7,842	)
Other comprehensive income (loss):
Foreign currency translation adjustment		(3,986	)		(21,743	)		(3,277	)		(50,279	)
Comprehensive income (loss)	$	7,683		$	(16,841	)	$	(3,821	)	$	(58,121	)

Net (loss) income per common share
Basic net loss per common share
Continuing operations	$	(0.10	)	$	0.38		$	(0.39	)	$	0.14
Discontinued operations	$	0.35		$	(0.26	)	$	0.38		$	(0.34	)
Weighted average common shares outstanding		46,854			40,943			42,879			40,895
Diluted net loss per common share
Continuing operations	$	(0.10	)	$	0.38		$	(0.39	)	$	0.14
Discontinued operations	$	0.35		$	(0.26	)	$	0.38		$	(0.34	)
Weighted average common and common equivalent shares outstanding		46,854			40,956			42,879			40,895

	September 30,			December 31,
	2016			2015
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	20,605		$	7,480
Restricted cash		–			3,758
Accounts receivable, net
Oil and natural gas sales		18,452			14,169
Joint interest and other		5,625			5,885
Related party		468			414
Prepaid and other current assets		5,177			2,807
Inventory		4,926			–
Derivative asset		–			3,235
Assets held for sale		–			51,511
Total current assets		55,253			89,259
Property and equipment:
Oil and natural gas properties (successful efforts methods)
Proved		265,145			271,080
Unproved		29,883			31,135
Equipment and other property		25,575			36,708
		320,603			338,923
Less accumulated depreciation, depletion and amortization		(162,351	)		(148,218	)
Property and equipment, net		158,252			190,705
Other long-term assets:
Other assets		5,133			3,355
Note receivable - related party		7,911			11,500
Derivative asset		–			3,370
Total other assets		13,044			18,225
Total assets	$	226,549		$	298,189

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	11,695		$	12,675
Accounts payable - related party		2,764			2,684
Accrued liabilities		16,878			10,583
Loans payable		53,903			37,006
Loans payable - related party		24,143			3,593
Liabilities held for sale - related party		–			3,540
Liabilities held for sale		–			65,649
Total current liabilities		109,383			135,730
Long-term liabilities:
Asset retirement obligations		9,270			9,237
Accrued liabilities		12,203			11,940
Deferred income taxes		26,810			27,360
Loans payable		9,375			34,400
Loans payable - related party		–			20,600
Total long-term liabilities		57,658			103,537
Total liabilities		167,041			239,267
Commitments and contingencies
Shareholders' equity:
Common shares, $0.10 par value, 100,000,000 shares authorized; 47,205,034 shares and 41,017,777 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		4,721			4,102
Treasury stock		(970	)		(970	)
Additional paid-in-capital		573,153			569,365
Accumulated other comprehensive loss		(124,867	)		(121,590	)
Accumulated deficit		(392,529	)		(391,985	)
Total shareholders' equity		59,508			58,922
Total liabilities and shareholders' equity	$	226,549		$	298,189

The following summary condensed consolidated pro forma balance sheet as of September 30, 2016 shows the pro forma effect of the Company’s offering of 921,000 Series A Preferred Shares as if the Private Offering and Exchange Offer had closed on September 30, 2016.

	As Filed						Pro Forma
	September 30,		Pro Forma				September 30,
	2016		Adjustments				2016
ASSETS	(unaudited)		(unaudited)				(unaudited)
Current assets:
Cash and cash equivalents	$	20,605	$	5,300		A	$	21,655
				(4,250	)	B
Accounts receivable, net		24,545		–				24,545
Other current assets		10,103						10,103
Total current assets		55,253		1,050				56,303
Property and equipment, net		158,252		–				158,252
Total other assets		13,044		–				13,044
Total assets	$	226,549	$	1,050			$	227,599

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	31,337	$	–			$	31,337
Loans payable		78,046		(40,750	)	C		33,046
				(4,250	)	B
Total current liabilities		109,383		(45,000	)			64,383
Total long-term liabilities		57,658		–				57,658
Total liabilities		167,041		(45,000	)			122,041
Commitments and contingencies
Series A Convertible Redeemable Preferred Shares				46,050		D		46,050
Shareholders' equity:
Total shareholders' equity		59,508		–				59,508
Total liabilities and shareholders' equity	$	226,549	$	1,050			$	227,599

A - Represents the $5.3 million of Series A Preferred Shares sold in the Private Offering to certain holders of the 2017 Notes.

B - Represents the amount of the 2017 Notes that we expect to redeem with the proceeds from the Private Offering.

C - Represents the amount of the 2017 Notes that were exchanged for Series A Preferred Shares in the Exchange Offer.

D – Represents the aggregate amount of Series A Preferred Shares issued in the Private Offering and the Exchange Offer.

Reconciliation of Net (Loss) Income from Continuing Operations to Adjusted EBITDAX From Continuing Operations (Unaudited)

	For the Three Months Ended									For the Nine Months Ended
	Sept 30, 2016			June 30, 2016			Sept 30, 2015			Sept 30, 2016			Sept 30, 2015
Net (loss) income from continuing operations	$	(4,636	)	$	(6,544	)	$	15,633		$	(16,746	)	$	5,921
Adjustments:
Interest and other, net		2,827			2,424			2,827			7,695			8,927
Current and deferred income tax expense		2,224			1,849			2,727			5,820			5,746
Exploration, abandonment, and impairment		1,531			128			3,762			2,964			8,202
Seismic and other exploration expense		3			15			179			84			330
Foreign exchange loss		390			611			1,221			659			6,867
Share-based compensation expense		142			176			470			496			1,334
Loss (gain) on commodity derivative contracts		187			3,003			(24,892	)		2,419			(25,430	)
Cash settlements on commodity derivative contracts		2,729			231			20,312			4,188			27,560
Accretion of asset retirement obligation		97			96			88			285			277
Depreciation, depletion, and amortization		7,280			7,807			8,173			23,053			28,183
Commodity derivative unwind gain		-			-			(14,380	)		-			(14,380	)
Net other items		64			293			262			582			1,747
Adjusted EBITDAX from continuing operations	$	12,838		$	10,089		$	16,382		$	31,499		$	55,284

Adjusted EBITDAX from continuing operations (“Adjusted EBITDAX”) is a non-GAAP financial measure that represents net income (loss) from continuing operations plus interest and other, net, current and deferred income tax expense, exploration, abandonment and impairment, seismic and other exploration expense, foreign exchange loss (gain), share-based compensation expense, loss (gain) on commodity derivative contracts, cash settlements on commodity derivative contacts, accretion of asset retirement obligation, depreciation, depletion and amortization, revaluation of contingent consideration, commodity derivative unwind (gain)/loss, and net other items.

The Company believes Adjusted EBITDAX assists management and investors in comparing the Company’s performance on a consistent basis without regard to depreciation, depletion and amortization and impairment of oil and natural gas properties and exploration expenses, which can vary significantly from period to period. In addition, management uses Adjusted EBITDAX as a financial measure to evaluate the Company’s operating performance.

Adjusted EBITDAX is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income or income from continuing operations

prepared in accordance with GAAP. Net income or income from continuing operations may vary materially from Adjusted EBITDAX. Investors should carefully consider the specific items included in the computation of Adjusted EBITDAX.

TransAtlantic Petroleum Ltd. is an international oil and natural gas company engaged in the acquisition, exploration, development and production of oil and natural gas. The Company holds interests in developed and undeveloped properties in Turkey and Bulgaria.

(NO STOCK EXCHANGE, SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.)

This news release contains statements concerning the drilling, completion and cost of wells, the production and sale of oil and natural gas, planned operations, the holding of an earnings conference call, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect.

Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by the Company and described in the forward-looking statements or information. These risks and uncertainties include, but are not limited to, the Company’s ability to continue as a going concern; access to sufficient capital; ability to refinance, repay or restructure its debt; ability to sell assets; success of cost reduction efforts; market prices for natural gas; natural gas liquids and oil products; estimates of reserves and economic assumptions; the ability to produce and transport natural gas, natural gas liquids and oil; the results of exploration and development drilling and related activities; economic conditions in the countries and provinces in which the Company carries on business, especially economic slowdowns; actions by governmental authorities, receipt of required approvals, increases in taxes, legislative and regulatory initiatives relating to fracture stimulation activities, changes in environmental and other regulations, and renegotiations of contracts; political uncertainty and

civil unrest, including actions by insurgent groups or other conflict; outcomes of litigation; the negotiation and closing of material contracts; and other risks described in the Company’s filings with the SEC.

The forward-looking statements or information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Barrels of oil equivalent, or BOE, are derived by the Company by converting natural gas to oil in the ratio of six thousand cubic feet (“MCF”) of natural gas to one BBL of oil. A BOE conversion ratio of six MCF to one BBL is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. BOE may be misleading, particularly if used in isolation.

	For the Three Months Ended
	September 30, 2016		June 30, 2016		September 30, 2015
Net Sales:
Oil (MBBL)		338		329		325
Natural gas (MMCF)		283		391		539
Total net sales (MBOE)		386		395		415
Average net sales (BOEPD)		4,191		4,335		4,511
Realized Commodity Prices:
Oil ($/Bbl unhedged)	$	39.99	$	40.67	$	42.08
Oil ($/Bbl hedged)	$	40.43	$	41.38	$	62.36
Natural gas ($/MCF)	$	6.89	$	7.08	$	7.16

	For the Nine Months Ended Sept 30,
	2016			2015
Net cash provided by operating activities from continuing operations	$	19,607		$	52,880
Net cash provided by (used in) investing activities from continuing operations₍₁₎		2,699			(23,596	)
Net cash used in financing activities from continuing operations		(7,842	)		(13,886	)
Net cash used in discontinued operations		(822	)		(38,142	)
Effect of exchange rate changes on cash		(517	)		(1,812	)
Net increase (decrease) in cash and cash equivalents	$	13,125		$	(24,556	)