CALGARY, ALBERTA--(Marketwire - March 19, 2012) -
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This News Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither the Common Shares nor the Subscription Receipts have been and they will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States except in transactions exempt from such registration.
Whitecap Resources Inc. ("Whitecap" or the "Company") (TSX:WCP) is pleased to announce that it has completed its previously announced bought deal financing (the "Offering"). Whitecap, through a syndicate of underwriters co-led by GMP Securities L.P. and National Bank Financial Inc. and including Macquarie Capital Markets Canada Ltd., Dundee Securities Ltd., FirstEnergy Capital Corp., Cormark Securities Inc., Scotiabank and Desjardins Securities Inc. (collectively, the "Underwriters") issued a total of 5,941,000 units ("Units") at a price of $20.20 per Unit for gross proceeds of approximately $120 million. Each Unit is comprised of one subscription receipt (a "Subscription Receipt") at a price of $10.10 per Subscription Receipt and one common share in the capital of the Corporation (a "Common Share") at a price of 10.10 per Common Share.
Whitecap has also granted the Underwriters an option (the "Over‐Allotment Option") to purchase up to an additional 891,150 Units, which is exercisable at $20.20 per Unit until April 18, 2012.
Each Subscription Receipt represents the right to acquire, without payment of additional consideration or further action, one Common Share upon closing of the previously announced plan of arrangement with Midway Energy Ltd. (the "Arrangement"). The Arrangement is expected to be completed on or about April 20, 2012, subject to receipt of all required approvals.
The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Arrangement. If the Arrangement closes on or before 5:00 p.m. (Calgary time) on May 15, 2012 or such later date as the Underwriters may elect, the escrowed funds (less the balance of the Underwriters' commission) and the interest earned thereon will be released to Whitecap. Whitecap will utilize such funds to pay the cash portion of the purchase price for the Arrangement and any excess funds (including pursuant to the exercise of the Over-Allotment Option, if any) will be used to reduce indebtedness under Whitecap's credit facility. If the Arrangement is not completed by May 15, 2012 and the Underwriters have not elected to extend such date, the agreement with Midway Energy Ltd. governing the Arrangement is terminated in accordance with its terms at any earlier time, or if Whitecap has advised the Underwriters or announced to the public that it does not intend to proceed with the Arrangement, holders of Subscription Receipts shall receive the full subscription price attributable to the Subscription Receipts together with any interest that was earned thereon during the term of escrow.
It is anticipated that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under the symbol WCP.R at the open of markets today.
Note Regarding Forward Looking Statements and Other Advisories
This press release contains forward‐looking statements and forward‐looking information (collectively "forward‐looking information") within the meaning of applicable securities laws with respect to the Arrangement, including the closing of the Arrangement; the listing of the Subscription Receipts; and the use of proceeds of the Offering. Readers are cautioned that the foregoing list of factors should not be construed as exhaustive. Forward‐looking information typically uses words such as "anticipate", "believe", "project", "expect", "goal", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.
The forward‐looking information is based on certain key expectations and assumptions made by Whitecap's management, including expectations and assumptions concerning the receipt of all necessary approvals for completion of the Arrangement; and the completion of the Arrangement on the timing planned.
Although Whitecap believes that the expectations and assumptions on which such forward‐looking information are based are reasonable, undue reliance should not be placed on the forward looking information because Whitecap can give no assurance that they will prove to be correct. Since forward looking information addresses future events and conditions, by its very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, failure to obtain the necessary regulatory and other approvals and on the timelines planned; and risks that the conditions to closing of the Arrangement are not satisfied. Management has included the above summary of assumptions and risks related to forward‐looking information provided in this press release in order to provide securityholders with a more complete perspective on Whitecap's future operations and such information may not be appropriate for other purposes.
Although Whitecap believes that the expectations represented in such forward‐looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward‐looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward‐looking information will transpire or occur, or if any of them do so, what benefits that the Company will derive there from.
Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other factors that could affect our operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
These forward‐looking statements are made as of the date of this press release and Whitecap disclaims any intent or obligation to update publicly any forward‐looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.