Spitfire Energy Ltd. and Whitecap Resources Inc. Announce Closing of Recapitalization and Reorganization Transaction, Operational Update and Pro Forma Guidance
CALGARY, ALBERTA – June 25, 2010. Spitfire Energy Ltd. ("Spitfire" or the "Company") (TSXV: SEL) and Whitecap Resources Inc. ("Whitecap") are pleased to announce that Spitfire has received the written consent of a majority of its shareholders to and has completed its previously announced recapitalization and reorganization of Spitfire (the "Recapitalization"). Pursuant to the Recapitalization, Spitfire acquired approximately 97% of the issued and outstanding shares of Whitecap (the "Whitecap Acquisition"). Spitfire will acquire the balance of the outstanding Whitecap shares pursuant to the compulsory acquisition provisions of the Business Corporations Act (Alberta) shortly. Pursuant to the Whitecap Acquisition, each shareholder of Whitecap received 8.33 common shares ("Common Shares") of Spitfire in exchange for each Whitecap share. As part of the Recapitalization, Spitfire also completed a $7.75 million non-brokered private placement (the "Private Placement") of 16,000,000 units ("Units") of Spitfire at a price of $0.25 per Unit, with each Unit comprised of one Common Share and one common share purchase warrant ("Warrant") entitling the holder to purchase one Common Share at a price of $0.25 for a period of five years and 15,000,000 Common Shares at a price of $0.25 per Common Share. The Whitecap Acquisition and the Private Placement remains subject to the final approval of the TSX Venture Exchange.
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