Denbury Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Denbury Resources Inc. announced that an unsolicited “mini-tender” offer is being made by TRC Capital Corporation to acquire up to 4 million shares of Denbury common stock from shareholders at a price of $13.50 per share.

This price represents approximately a 4.2% discount below Denbury’s closing price on the New York Stock Exchange on October 6, 2008, the day prior to the date the offer commenced. Denbury is not affiliated in any way with TRC Capital or this unsolicited mini-tender offer, and recommends that shareholders not tender their shares in response to this offer. Denbury urges investors to obtain current market quotes on Denbury’s stock, consult with their advisors and exercise caution in examining this mini-tender offer, which is being made for less than two percent of Denbury’s outstanding shares.

Shareholders should be aware that this mini-tender offer is highly conditional. It is important to note that TRC Capital’s offer is subject to numerous conditions, including there being no decline in the market price of Denbury’s common stock and the availability of financing on terms satisfactory to TRC Capital. Therefore, TRC Capital has no obligation to complete the offer if there is any decline in the market price of Denbury’s shares. Additionally, TRC may extend the offer for an unspecified period of time, not subject to any limitations; once their offer has been extended, investors have no rights to withdraw any shares that have been tendered. One other notable aspect of the offer is TRC’s reservation of the right to delay acceptance of, or payment for, shares for an unspecified period of time.

The SEC has issued warnings about mini-tender offers. One SEC notice states: “Some bidders make mini-tender offers at below market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Two applicable SEC notices can be found at www.sec.gov/investor/pubs/minitend.htm and www.sec.gov/rules/interp/34-43069.htm.

Denbury recommends that any shareholders who have not responded to this offer do nothing. The Company also recommends that shareholders who have already tendered shares to TRC Capital withdraw those shares by providing the written notice described in the TRC Capital offering documents prior to expiration of the offer on November 5, 2008.

TRC Capital has targeted several other companies in the past year, including Advanced Micro Devices, Boeing, CBS, ConocoPhillips, Cummins, Gannett, Honeywell, MetLife, Novartis, and Marathon Oil.

Denbury Resources Inc. (www.denbury.com) is a growing independent oil and natural gas company. The Company is the largest oil and natural gas operator in Mississippi, owns the largest reserves of CO2 used for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage in the Barnett Shale play near Fort Worth, Texas, onshore Louisiana and Alabama, and properties in Southeast Texas. The Company’s goal is to increase the value of acquired properties through tertiary recovery operations, combined with a combination of exploitation, drilling and proven engineering extraction practices.