Paramount Resources Ltd. Completes Exchange Offer

CALGARY, ALBERTA - Feb. 7, 2005 /CNW/ - Paramount Resources
Ltd. (TSX:POU) ("Paramount") announces that it has successfully
completed its exchange offer and consent solicitation for its 7 7/8%
Senior Notes due 2010 (the "2010 Notes") and 8 7/8% Senior Notes due
2014 (the "2014 Notes").

US$132,343,000 aggregate principal amount of 2010 Notes and
US$81,250,000 aggregate principal amount of 2014 Notes were validly
tendered in the exchange offer. These amounts represent approximately
99.31% of the outstanding 2010 Notes and 100% of the outstanding 2014
Notes. Paramount issued US$213,593,000 aggregate principal amount of 8
1/2% Senior Notes due 2013 today and paid an aggregate of approximately
US$36,161,201 in cash, plus accrued and unpaid interest, to tendering
holders of 2010 Notes and 2014 Notes as consideration for the 2010 Notes
and 2014 Notes.

UBS Securities LLC acted as Dealer Manager and Solicitation Agent for
the exchange offer and consent solicitation. Global Bondholder Services
Corporation acted as Information Agent.

Paramount's proposed trust spinout transaction was conditional on
completion of the exchange offer. The special meeting of securityholders
required for approval of the spinout transaction is expected to be held
in mid to late March.

Paramount is a Canadian oil and natural gas exploration, development and
production company with operations focused in Western Canada.
Paramount's common shares are listed on the Toronto Stock Exchange under
the symbol "POU".

Advisory Regarding Forward Looking Statements

Certain statements in this press release are "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Specifically, this press release contains
forward-looking statements relating to the intention of Paramount to
hold, and the timing of, the special meeting of securityholders related
to the proposed trust spinout. The reader is cautioned that assumptions
used in the preparation of such information, although considered
reasonable by Paramount at the time of preparation, may prove to be
incorrect. Actual events may vary from those provided herein as a result
of numerous known and unknown risks and uncertainties and other factors.
Such factors include, but are not limited to general economic
conditions, market conditions, the volatility of oil and gas prices, and
other factors, many of which are beyond the control of Paramount. There
is no representation by Paramount that actual events will be the same in
whole or in part as those forecast.

For further information: Paramount Resources Ltd., J.H.T. (Jim) Riddell, President and Chief Operating Officer, (403) 290-3600 / Paramount Resources Ltd., B.K. (Bernie) Lee, Chief Financial Officer, (403) 290-3600, (403) 262-7994 (FAX),, Paramount Resources Ltd., C.H. (Clay) Riddell, Chairman and Chief Executive Officer, (403) 290-3600, (403) 262-7994 (FAX)