2010-07-26-2010-07-01-2010-07-01

Transaction Type
Sellers
Buyers
Announce Date
Post Date
Close Date
Estimated Price
77MM
Description

Purchased subsidiary with assets in AlbertaValhalla property targeting Montney oil pool, gaining 950 BOE/d, 4.8 MMBOE 2P.

Spitfire Energy Ltd., Calgary, (Toronto Venture: SEL) has acquired and merged with its subsidiary Whitecap Resources Inc. in a deal valued at approximately C$76.8 million in stock.

Spitfire has changed its name to Whitecap Resources and also plans to change its trading symbol.

Spitfire issued 8.33 Spitfire shares per each Whitecap share, acquiring 18.45 million outstanding Whitecap shares. Spitfire shares were valued at C$0.50 at press time.

The combined entity has two core areas of operation in Valhalla in west-central Alberta and Fosterton in southwestern Saskatchewan. Combined production was approximately 1,360 barrels of oil equivalent per day (50% oil and gas liquids) as of March 31. Proved and probable reserves were 7 million barrels equivalent as of March 31.

Whitecap's Valhalla property targets the Montney oil pool with net production of 950 barrels equivalent per day and proved and probable reserves of 4.8 million barrels equivalent. The Fosterton property is an operated Roseray oil pool characterized by a long reserve life index and shallow declines.

Spitfire president and chief executive Keith Chase says, "Of the numerous opportunities and business combinations we evaluated, the Whitecap assets and team are by far the best. This is an asset driven process in our mind. Patience has allowed us to position ourselves with upside in reserves, production and cost of capital with a well known and respected team."

Whitecap president and CEO Grant Fagerheim says, "This transaction provides a win-win opportunity for both sets of current shareholders as well as future shareholders. Whitecap's Valhalla pool in the Peace River Arch area and Spitfire's concentrated southwest Saskatchewan asset base represent a combination of oil assets. The Whitecap team is excited to build a growth oriented oil based entity."

The new Whitecap management group is led by Fagerheim as president and CEO and Thanh Kang as vice president finance and chief financial officer.

National Bank Financial Inc. was financial advisor to Whitecap. FirstEnergy Capital Corp., GMP Capital Inc. and Macquarie Capital Markets Canada Ltd. were strategic advisors to Whitecap.

Acumen Capital Partners Ltd. was financial advisor to Spitfire.