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Press release from Marketwire

Whitecap Resources Inc. Consolidates Its Interest in the Valhalla Light Oil Property, Announces a $35 Million Bought Deal Financing and Provides Increased 2011 Guidance

Wednesday, December 01, 2010

Whitecap Resources Inc. Consolidates Its Interest in the Valhalla Light Oil Property, Announces a $35 Million Bought Deal Financing and Provides Increased 2011 Guidance07:56 EST Wednesday, December 01, 2010CALGARY, ALBERTA--(Marketwire - Dec. 1, 2010) - NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION 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 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. The Common Shares have not been and will not be registered under the United States Securities Act of 1933 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 it has entered into an agreement to purchase certain strategic light oil weighted assets that are currently producing approximately 300 boe/d (62% light oil and NGL's) for total consideration of $25.0 million (the "Acquisition"). The Acquisition will be funded through a $35.1 million bought deal financing plus an over-allotment of $5.25 million (the "Offering") with a syndicate of underwriters led by GMP Securities L.P. and including Haywood Securities Inc., National Bank Financial Inc., Casimir Capital Ltd., Cormark Securities Inc., FirstEnergy Capital Corp. and Macquarie Capital Markets Canada Ltd. (the "Underwriters").STRATEGIC RATIONALE AND ACQUISITION HIGHLIGHTSThe light oil Acquisition consists of consolidating one of our partner interests in our core Valhalla North property. Through the Acquisition, Whitecap increases its working interest in existing operated oil pools, partially consolidates additional surrounding lands and associated infrastructure, and increases its working interest in the existing Montney C light oil waterflood development. The Acquisition sets the stage for the optimal and efficient development of the waterflood across the entire pool.The Valhalla North property underpins the value to our Company and the Acquisition builds on our recent drilling success in the area. Our 2010 horizontal multi-frac wells have been highly economical with average production rates in excess of 200 boe/d. The Acquisition solidifies our position in one of the premium light oil pools in Alberta.The Acquisition has the following characteristics:Total Acquisition price$25.0 millionCurrent production300 boe/d (62% light oil and NGL's)Proved reserves (1)900 mbbls (65% light oil and NGL's)Proved plus probable reserves (1)1,631 mbbls (65% light oil and NGL's)Proved plus probable RLI (2)15 yearsOperating netback (3)$41.25/boeThe associated transaction metrics are as follows. Current production$83,000/boe/dProved reserves (1)$27.78/boeProved plus probable reserves (1)$15.33/boeProved plus probable reserves recycle ratio (4)2.7xThe Acquisition is forecast to be accretive to Whitecap in 2011 on key metrics (fully diluted) including cash flow per share, proved reserves per share, proved plus probable reserves per share and net asset value per share. The Acquisition is expected to close on or about January 15, 2011.INCREASED 2011 GUIDANCEWhitecap will continue and expand on its projected 2011 capital program, which is directed 100% towards its oil opportunities. Our revised 2011 guidance has cash flow increasing 20% to $54 million, average production increasing 14% to 4,000 boe/d, exit production increasing 11% to 5,000 boe/d and capital spending increasing 18% to $56.5 million from our previous guidance provided.The Company's increased guidance for 2011, after giving effect to the Acquisition and the Offering (assuming exercise of the over-allotment option in full) is as follows:Average production4,000 boe/d (65% Oil and NGL's)Exit production5,000 boe/d (67% Oil and NGL's)2011 Cash Flow (3)$54.0 millionPer share – basic$1.32Operating Netback (3)$41.252011 capital expenditures (excluding acquisitions)$56.5 millionWells drilled (#)35.0 (22.3 net)Year end net debt$51.0 million(1)Based on an evaluation prepared by McDaniels & Associates Consultants effective December 31, 2010 in accordance with the Canadian Oil and Gas Evaluation Handbook. (2)Reserve life index based on current production of 300 boe/d. (3)All cash flow and operating netbacks in this press release have been calculated based on US$82.00/bbl WTI, $4.00/GJ AECO and C$/US$0.95. See non-GAAP measures below. (4)Recycle ratio is calculated based on operating netback of $41.25/boe. FINANCINGWhitecap has entered into an agreement with the Underwriters pursuant to which the Underwriters have agreed to purchase for resale to the public, on a bought deal basis, 6,000,000 common shares ("Common Shares") of Whitecap at a price of $5.85 per Common Share (the "Offering Price"). The gross proceeds from the Offering will be used to fund the purchase price of the Acquisition and for general corporate purposes. Completion of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. The Common Shares will be offered in each of the provinces of Alberta, British Columbia, Saskatchewan, Manitoba and Ontario (and other jurisdictions in Canada as agreed by the Company and the Underwriters) by way of a short form prospectus and in the United States on a private placement basis pursuant to exemptions from the registration requirements under Rule 144A and/or Regulation D of the United States Securities Act of 1933. Closing of the Offering is expected to occur on or about December 22, 2010. Whitecap has granted the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 900,000 Common Shares exercisable at the Offering Price on the date of closing of the Offering and for a period of 30 days following the date of closing of the Offering for additional gross proceeds of up to $5.3 million.Note Regarding Forward-Looking Statements and Other AdvisoriesThis press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to the Company's plans and other aspects of Whitecap's anticipated future operations, management focus, strategies, financial, operating and production results and business opportunities, including expected 2011 production, cashflow, operating netbacks, year-end net debt, our capital expenditure program, drilling and development plans and the timing thereof. In addition, and without limiting the generality of the forgoing, this press release contains forward looking information regarding the proposed Acquisition including the impact of the acquisition on Whitecap and Whitecap's results and development plans, the timing and anticipated closing date for the Acquisition, the Offering and the timing of the Offering. 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 prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; future production rates and estimates of operating costs; performance of existing and future wells; reserve and resource volumes; anticipated timing and results of capital expenditures; the success obtained in drilling new wells; the sufficiency of budgeted capital expenditures in carrying out planned activities; the timing, location and extent of future drilling operations; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; the availability and cost of financing, labour and services; the impact of increasing competition; ability to market oil and natural gas successfully, Whitecap's ability to access capital and obtaining all necessary approvals of regulatory authorities, including the Toronto Stock Exchange.Although the Company believes that the expectations and assumptions on which such forward-looking information is 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. 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. 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.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.Non-GAAP measuresThis document contains the terms "cash flow" and "operating netbacks", which do not have a standardized meaning prescribed by Canadian GAAP and therefore may not be comparable with the calculation of similar measures by other companies. Whitecap uses cash flow and operating netbacks to analyze financial and operating performance. Whitecap feels these benchmarks are key measures of profitability and overall sustainability for the Company. Both of these terms are commonly used in the oil and gas industry. Cash flow and operating netbacks are not intended to represent operating profits nor should they be viewed as an alternative to cash flow provided by operating activities, net earnings or other measures of financial performance calculated in accordance with GAAP. Cash flows are calculated as cash flows from operating activities less changes in non-cash working capital. Operating netbacks are determined by deducting royalties, production expenses and transportation and selling expenses from oil and gas revenue. The Company calculates cash flow per share using the same method and shares outstanding that are used in the determination of earnings per share.Note: "Boe" means barrel of oil equivalent on the basis of 6 mcf of natural gas to 1 bbl of oil. Boe's may be misleading, particularly if used in isolation. A boe conversion ratio of 6 mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.FOR FURTHER INFORMATION PLEASE CONTACT: Grant FagerheimWhitecap Resources Inc.President & CEO(403) 266-0767(403) 266-6975 (FAX)ORThanh KangWhitecap Resources Inc.VP Finance and CFO(403) 266-0767(403) 266-6975 (FAX)OR500, 222 - 3 Avenue SWWhitecap Resources Inc.Calgary, ABT2P 0B4