whitecap resources inc. closes $470 million bought deal financing

NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
 
This News Release shall not constitute an offer of the Common Shares or Subscription Receipts in the United States.  The Common Shares and the Subscription Receipts may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended, or an exemption from such registration. Whitecap has not registered and will not register the common shares under the U.S. Securities Act of 1933, as amended.  Whitecap does not intend to engage in a public offering of common shares in the United States.   This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
 
May 30, 2016
 
WHITECAP RESOURCES INC. CLOSES $470 MILLION BOUGHT DEAL FINANCING 
  
CALGARY, ALBERTA – 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"). Pursuant to the offering, Whitecap issued a total of 51,087,000 subscription receipts of Whitecap ("Subscription Receipts") at a price of $9.20 per Subscription Receipt for gross proceeds of approximately $470 million.  The syndicate of underwriters is led by National Bank Financial Inc. and TD Securities Inc. and includes Scotia Capital Inc., GMP Securities L.P., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Capital Markets Inc., FirstEnergy Capital Corp., Peters & Co. Limited, Cormark Securities Inc., AltaCorp Capital Inc. and Macquarie Capital Markets Canada Ltd. (collectively, the "Underwriters").
 
Each Subscription Receipt represents the right to receive, without payment of additional consideration or further action on the part of the holder, one common share of Whitecap (a "Common Share") upon closing of the previously announced acquisition of certain petroleum and natural gas properties, interests and related assets located in southwest Saskatchewan (the "Acquisition").  The Acquisition is expected to be completed on or about June 23, 2016 and is subject to certain closing conditions, including, but not limited to, approvals under the Competition Act (Canada).
 
The gross proceeds from the sale of the Subscription Receipts have been placed in escrow pending closing of the Acquisition. If the Acquisition is closed on or before 5:00 p.m. (Calgary time) on August 31, 2016 or such later date within 15 days as National Bank Financial Inc. and TD Securities Inc. on behalf of the Underwriters may elect (the “Expiry Time”), the escrowed funds (less the balance of the Underwriters' commission) will be released to Whitecap. Whitecap will use such funds towards the cash consideration payable pursuant to the Acquisition. In addition, when the Acquisition has closed, holders of Subscription Receipts who held such Subscription Receipts on the closing date of the Acquisition shall also be entitled to receive an amount per Subscription Receipt equal to the amount per Common Share of any cash dividends, if any, for which record dates have occurred during the period from the date hereof to the date immediately preceding the date the underlying Common Shares are issued pursuant to the Subscription Receipts.

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