WHITECAP RESOURCES $148,600,000 CAD

CALGARY, ALBERTA ¨C Whitecap Resources Inc. ("Whitecap" or the "Company") (TSX: WCP) is pleased to announce the over-allotment option (the "Over-Allotment Option") associated with its bought deal financing which closed on March 29, 2011 ("Financing") has been exercised by the underwriters. Pursuant to the Financing, the underwriters co-led by GMP Securities L.P. and National Bank Financial Inc., and including FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., Casimir Capital Ltd., Cormark Securities Inc., Haywood Securities Inc. and Peters & Co. Limited (the "Underwriters") were issued the Over-Allotment Option to purchase an additional 2,000,000 subscription receipts ("Subscription Receipts") at a price of $6.80 per Subscription Receipt for 30 days following March 29, 2011. The Underwriters have elected to exercise the Over-Allotment Option for 2,000,000 subscription receipts for gross proceeds to the Company of $13,600,000 (the "Over-Allotment Proceeds").

 

Each Subscription Receipt represents the right to acquire, without payment of additional consideration or further action, one common share ("Common Share") of Whitecap upon closing of the previously announced plan of arrangement with Spry Energy Ltd. (the "Arrangement"), which is expected to close on or about April 20, 2011.

 

The gross Over-Allotment Proceeds and proceeds from the Financing have been placed in escrow pending closing of the Arrangement. If the Arrangement closes on or before 5:00 p.m. (Calgary time) on May 31, 2011 or such later date on or before June 15, 2011 as the Underwriters may elect, the escrowed funds and the interest earned thereon will be released to Whitecap. Whitecap will utilize such funds to pay a portion of the purchase price for the Arrangement. If the Arrangement is not completed by May 31, 2011 and the Underwriters have not elected to extend such date, the agreement with Spry Energy Ltd. governing the Arrangement is terminated in accordance with its terms at any earlier time, or if Whitecap has advised the Underwriters or announced to the public that it does not intend to proceed with the Arrangement, holders of Subscription Receipts will be entitled to receive their full subscription price together with any interest that was earned thereon during the term of escrow.

 

It is anticipated that the Subscription Receipts issued pursuant to the Over-Allotment Option will be listed and posted for trading on the Toronto Stock Exchange under the symbol WCP.R at the open of markets today.

 

For further information please contact:

 

Grant Fagerheim, President & CEO

 

Or

 

Thanh Kang, VP Finance and CFO

 

Whitecap Resources Inc.

500, 222 ¨C 3 Avenue SW

Calgary, AB, T2P 0B4

 

Main Phone (403) 266-0767

Fax (403) 266-6975

 

Note Regarding Forward Looking Statements and Other Advisories

 

This press release contains forward©looking statements and forward©looking information (collectively "forward©looking information") within the meaning of applicable securities laws with respect to the Arrangement, the estimated purchase price of the Arrangement; the closing of the Arrangement; the listing of the Subscription Receipts; and the use of proceeds of the Offering. Readers are cautioned that the foregoing list of factors should not be construed as exhaustive. 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 the receipt of all necessary approvals for completion of the Arrangement; and the completion of the Arrangement on the timing planned.

 

Although Whitecap believes that the expectations and assumptions on which such forward©looking information are 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. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, failure to obtain the necessary regulatory and other approvals and on the timelines planned; and risks that the conditions to closing of the Arrangement are not satisfied. 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.

 

Although Whitecap believes that the expectations represented in such forward©looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. 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.

 

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.

 

      

 

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 these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.