spitfire energy ltd. and whitecap resources inc. announce a recapitalization and reorganization transaction
Spitfire Energy Ltd. and Whitecap Resources Inc. Announce A Recapitalization and reorganization Transaction
CALGARY, ALBERTA – June 1, 2010. Spitfire Energy Ltd. ("Spitfire" or the "Company") (TSXV: SEL) and Whitecap Resources Inc. ("Whitecap") are pleased to announce that they have entered into a reorganization and investment agreement dated June 1, 2010 (the "Agreement") for the recapitalization and reorganization of Spitfire. Whitecap, currently a private Alberta exploration and production company led by Grant Fagerheim, with oil focused operations in the Valhalla area of the Peace River Arch in Alberta will be combined with Spitfire's southwest Saskatchewan oil-weighted asset base. The Agreement provides for each shareholder of Whitecap receiving 8.33 shares of Spitfire in exchange for each share of Whitecap based on a negotiated price of $3.00 per Whitecap share and $0.36 per Spitfire share (the "Whitecap Acquisition"), up to a $7.75 million non-brokered private placement (the "Private Placement") and the appointment of Whitecap's management team, key employees and board of directors (the "New Management Group") (collectively, the "Transaction"). Completion of the Transaction is subject to the approval of the TSX Venture Exchange (the "TSXV") and various other conditions. The Whitecap Acquisition is an arm's length transaction.
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