WestFire Energy Ltd.

WestFire Energy Ltd.
Exceed Energy Inc.
TSX VENTURE : EX.A

Exceed Energy Inc.

December 02, 2009 08:37 ET

WestFire and Exceed Enter Into $45 Million Bought-deal Common Share Offering

CALGARY, ALBERTA--(Marketwire - Dec. 2, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.

WestFire Energy Ltd. ("WestFire"), a private oil and gas company with operations in Alberta and Saskatchewan, and Exceed Energy Inc. ("Exceed" or the "Company") (TSX VENTURE:EX.A) jointly announce that they have entered into an agreement with a syndicate of underwriters led by Macquarie Capital Markets Canada Ltd. and including CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., GMP Securities L.P., Raymond James Ltd., Research Capital Corporation, and Wellington West Capital Markets Inc. (collectively the "Underwriters"), pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought-deal basis, from Exceed an issue of 800,000,000 common shares (the "Common Shares") at a price of $0.0563 per Common Share for aggregate gross proceeds of approximately $45.0 million (the "Offering").

The Common Shares issued pursuant to the Offering will ultimately be exchanged for 0.01 of a WestFire share pursuant to the previously announced Plan of Arrangement (the "Arrangement") which is anticipated to close on or about December 18, 2009. The Offering of the Common Shares will comprise a step of the Arrangement and will be subject to the satisfaction of all of the conditions of the Arrangement, receipt of all necessary stock exchange and regulatory approvals, including the conditional approval of the TSX Venture Exchange for the issuance of the Common Shares pursuant to the Offering and other customary conditions. The Common Shares issued pursuant to the Offering will be subject to a four month hold period under applicable securities laws. However, upon completion of the Arrangement, the WestFire shares issued in exchange for the Common Shares will not be subject to a hold period. As previously announced, WestFire has applied to the Toronto Stock Exchange ("TSX") for the listing of its common shares. The listing of the WestFire shares on the TSX is subject to WestFire fulfilling all applicable listing requirements.

Assuming the Offering and Arrangement are completed, the net proceeds from the Offering will be used following the completion of the previously announced Arrangement to fund WestFire's 2009/2010 development drilling program, general corporate purposes, and potential corporate and/or asset acquisitions. Closing of the Offering is expected to occur on or about December 18, 2009.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, or any State Securities Laws and may not be offered or sold in the United States or to U.S. persons unless an exemption from registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States.

Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian securities laws, including statements concerning the Offering and the Arrangement and the anticipated timing for closing of each as well as the use of the net proceeds of the Offering. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or WestFire to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the Company and WestFire has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements there may be other factors that cause actions events or results not to be anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and neither the Company or WestFire undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as expressly required by applicable law.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE RELEASE.

Contact Information

  • WestFire Energy Ltd.
    Lowell Jackson
    President and CEO
    (403) 718-3601
    (403) 261-9658 (FAX)
    or
    WestFire Energy Ltd.
    Stephen Burtt
    Vice President Finance and CFO
    (403) 718-3603
    (403) 261-9658 (FAX)
    or
    Exceed Energy Inc.
    Richard Wolfli
    President and CEO
    (403) 508-1853
    (403) 508-1781 (FAX)
    www.exceedenergy.com