/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.
CALGARY, Dec 4, 2017 /CNW/ - Whitecap Resources Inc.
("Whitecap" or the "Company") (TSX: WCP) is pleased to announce that it has completed its previously announced bought deal
financing of subscription receipts (the "Prospectus Offering") and concurrent non-brokered private placement of subscription
receipts (the "Private Placement").
Through the Prospectus Offering, Whitecap issued 37,785,000 subscription receipts of the Company ("Public Receipts") at a
price of $8.80 per Public Receipt for gross proceeds of approximately $332.5
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., Peters & Co. Limited, RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World
Markets Inc., Cormark Securities Inc., AltaCorp Capital Inc., Macquarie Capital Markets Canada Ltd., and Canaccord Genuity Corp.
(collectively, the "Underwriters").
Through the Private Placement, Whitecap issued 10,512,000 subscription receipts of the Company ("Private Receipts" and
collectively with the Public Receipts, the "Subscription Receipts") at a price of $8.80 per Private
Receipt to certain institutional investors for gross proceeds of approximately $92.5 million.
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 southeast Saskatchewan (the "Acquisition"). Whitecap expects to complete the Acquisition on or about December 14, 2017. The Acquisition 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 February 28, 2018 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.
If the Acquisition is not completed on or before the Expiry Time, or if the agreement governing the Acquisition 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 Acquisition, holders of Subscription Receipts shall receive the full subscription price
attributable to the Subscription Receipts together with any interest that was earned thereon during the term of escrow.
Whitecap anticipates that the Subscription Receipts will be listed and posted for trading on the Toronto Stock Exchange under
the symbol WCP.R at the open of markets today.
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 Acquisition, including the closing of the Acquisition; the listing of the
Subscription Receipts; the use of proceeds of the Offering, the issuance of the Common Shares underlying the Subscription
Receipts and the entitlement and payment of a dividend equivalent payment. 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. 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 therefrom.
Readers are cautioned that the foregoing list is 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.
SOURCE Whitecap Resources Inc.
View original content: http://www.newswire.ca/en/releases/archive/December2017/04/c3897.html