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EX.A Exceed Energy

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Share Name Share Symbol Market Type
Exceed Energy TSXV:EX.A TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

WestFire to Acquire Exceed and Producing Assets to Create a Premier Public Viking Focused Junior Producer

03/11/2009 12:30pm

Marketwired Canada


WestFire Energy Ltd. ("WestFire"), a private oil and gas company with operations
in Alberta and Saskatchewan, and Exceed Energy Inc. ("Exceed") (TSX
VENTURE:EX.A) jointly announce that they have entered into an arrangement
agreement (the "Arrangement Agreement") whereby WestFire will acquire all of the
outstanding shares of Exceed and apply for the listing of its shares on a
recognized Canadian stock exchange (the "Exceed Acquisition").


WestFire is also pleased to announce that it has entered into an agreement (the
"Asset Purchase Agreement") with a Court-appointed receiver to acquire certain
producing oil and gas properties located in the Lloydminster/Lindbergh and Peace
River Arch areas of Alberta and light oil properties in southeast Saskatchewan
(the "Producing Assets") for a cash purchase price of $30 million prior to
closing adjustments (the "Producing Asset Acquisition").


Key Attributes of Pro Forma WestFire

WestFire will be a premier publicly listed junior Viking resource player in
western Canada with one of the largest land positions of any operator and guided
by an experienced board of directors. WestFire will combine high growth, long
life Viking light oil resources with conventional light oil, heavy oil, and
natural gas assets. Pro forma closing of the Exceed Acquisition and the
Producing Asset Acquisition, WestFire will have the following key attributes:




--  2009 total company exit production greater than 2,100 boepd (50% oil); 

--  Greater than 7 million boe of proved plus probable reserves (includes
    GLJ Petroleum Consultants Ltd.'s evaluation of WestFire and the
    Producing Assets effective December 31, 2008 and September 30, 2009,
    respectively, and GLJ Petroleum Consultants Ltd.'s audit of Exceed
    effective September 30, 2009) with significant future reserve growth
    potential through revisions, additions, improved recoveries and the
    application of technology; 

--  Significant undeveloped land inventory of 258,000 acres (203,000 net
    acres) with over 110,000 acres (99,000 net acres) in the heart of the
    Viking play; 

--  400+ Viking drilling locations representing numerous years of unbooked
    drilling inventory; 

--  Tax pools in excess of $260 million; and 

--  Run rate cash flow of $15 million based on US$70.00/bbl WTI,
    CDN$5.00/mcf AECO and $0.90 US$/CDN exchange rate and 2009 exit
    production. 



Corporate Strategy and Strategic Rationale:

WestFire was recapitalized by the current management team in December 2007.
Market conditions at the time provided an attractive entry point for a new
private asset consolidator. In the past seven quarters, the WestFire team has
made ten acquisitions. A major focus of this acquisition strategy was on the
emerging light oil resource play in the Viking formation located in west central
Saskatchewan and the Redwater area of central Alberta.


Current production of WestFire is approximately 1,400 boe/d, consisting of 33%
oil and natural gas liquids and 67% natural gas. Current net debt prior to
giving effect to the Exceed Acquisition and the Producing Asset Acquisition is
approximately $8.0 million. WestFire has 26.5 million issued and outstanding
common shares as of this date.


WestFire's assets coupled with the Exceed Acquisition and the Producing Asset
Acquisition provide for additional growth, diversity and cash flow to fuel the
Viking opportunities. The pro forma asset base creates an oil weighted junior
company with pure play investment exposure to the horizontal Viking light oil
resource play. WestFire has a dominant land position providing a number of years
of visible growth through the drilling of 400 plus identified locations.
WestFire is expected to have an improved cost of capital as a result of the
focused nature of the high netback Viking light oil and conventional assets in
Saskatchewan and Alberta.


Viking Resource Play

The Viking formation is an extensive marine deposit that has been delineated by
vertical wellbores. Geographically, this light oil resource play has been proven
productive in a fairway stretching from the Kindersley area in west central
Saskatchewan to the Redwater area in central Alberta. 


The Viking oil pools were initially discovered in the early 1950's with over
8,000 vertical wells drilled in the Kindersley/Redwater areas to date. The lower
portion of the formation contains oil in thicker but shaly intervals that have
been trapped in compartments of sandstone. Vertical drilling has achieved
limited success in recovering this "compartmentalized" oil. The advent of
horizontal drilling and multi-stage frac completion techniques have been
successful in enhancing the recovery of oil from this formation.


WestFire holds 173 (155 net) sections of land on the Viking play, of which a
total of 77 (73 net) sections have vertical penetrations that define the Viking
oil potential. The remaining 96 (82 net) sections are adjacent to lands that
have vertical well control. A minimum of four horizontal well drilling locations
per section exist on these lands. In 2009, WestFire has successfully drilled
eight (7.5 net) Viking horizontal wells.


Management and the Board of Directors of WestFire

WestFire's management group will continue to be led by Lowell E. Jackson as
President and Chief Executive Officer, D. Stephen Burtt as Vice-President,
Finance and Chief Financial Officer, Darrin R. Drall as Vice-President,
Engineering and Frank P. Muller as Senior Vice-President, Exploration.


WestFire will have an experienced Board of Directors that has an outstanding
record of building significant oil and gas companies and creating substantial
value for shareholders. The Board of Directors will consist of Edward Chwyl
(Chairman), John A. Brussa, Raymond T. Chan, Paul Colborne, Lowell E. Jackson,
and Michael McGovern.


The Exceed Acquisition

The acquisition of Exceed will be accomplished through a Plan of Arrangement
(the "Arrangement") wherein each Exceed share will be exchanged for 0.01 of a
WestFire share. It is expected that up to 645,225 WestFire common shares will be
issued pursuant to the Arrangement.


Pursuant to the Arrangement, 25% of the WestFire common shares to be issued to
Exceed shareholders will be placed in escrow pending final determination of the
amount of a potential contingent liability to Exceed. The ultimate number of
WestFire shares to be released from escrow will depend on the actual amount of
such liability and in the event the liability exceeds the value of the escrowed
shares, the escrowed shares will not be released and will be cancelled by
WestFire.


Completion of the Exceed Acquisition is subject to receipt of 66 2/3% of the
Exceed shareholders voting in person or by proxy at a meeting of the Exceed
shareholders to be held to consider the Arrangement as well as the customary
court, regulatory and exchange approvals. The information circular which will
contain detailed information for the Arrangement is expected to be mailed to
Exceed shareholders on or about November 18, 2009 and it is anticipated that the
special meeting of Exceed's shareholders will be held on or about December 17,
2009 with closing of the Exceed Acquisition on or about December 18, 2009. There
can be no assurances that the Exceed Acquisition will be completed as proposed
or at all. The Arrangement Agreement provides for termination rights, including
in the event the Arrangement is not completed by December 31, 2009.


The Board of Directors of Exceed have unanimously approved the Arrangement and
have determined that it is in the best interests of Exceed and its shareholders
from a financial point of view and will recommend that shareholders vote their
shares in favour of the Arrangement. The directors and officers of Exceed and
certain other Exceed shareholders, who collectively beneficially own or control
over 50% of the Exceed shares, have entered into support agreements with
WestFire to vote their Exceed shares in favour of the Arrangement.


The Arrangement Agreement prohibits Exceed from soliciting or initiating any
discussion regarding any other business combination or sale of material assets,
contains provisions for WestFire to match competing, unsolicited proposals and,
subject to certain conditions, provides for a reciprocal termination fee of
$0.15 million.


Producing Asset Acquisition:

The ultimate purchase by WestFire of the Producing Assets is subject to final
court approval and customary closing conditions. In the event the Producing
Assets are not sold by the receiver to WestFire and WestFire is not in breach of
the Asset Purchase Agreement, WestFire is entitled to a one-time payment of $2
million. Funding of the Producing Asset Acquisition is currently intended to be
accomplished by a combination of WestFire's bank debt and proceeds from an
equity financing to be completed on or about the closing of the Producing Asset
Acquisition which is expected to be completed on or about December 18, 2009.


The Lloydminster/Lindbergh assets are operated 100% working interest heavy oil
properties that include 3D seismic coverage over the acreage. Target formations
include the Lloydminster and Sparky at shallow depths (500-700m) that will be
developed with horizontal drilling.


The Peace River Arch assets are a combination of operated and non-operated light
oil and liquids rich natural gas properties. The acreage also has 3D seismic
coverage and the main producing horizons are the Granite Wash and Doig. WestFire
will optimize production and costs in these areas through improvement in
facilities and operations. 


The southeast Saskatchewan assets are mostly operated light oil properties with
strong netbacks from favourable royalty incentives. Primary formations include
the Midale and the Bakken.


Key Attributes of the Producing Assets:



--  Current production of approximately 625 boe/d, comprised of 32% heavy
    oil, 24% light/medium oil and natural gas liquids, and 44% natural gas; 

--  Approximately 0.9 million boe of proved reserves and 1.9 million boe of
    proved plus probable reserves (effective September 30, 2009 as evaluated
    by GLJ Petroleum Consultants Ltd.); 

--  Reserve life index of 3.9 years proved and 8.3 years proved plus
    probable; and 

--  57,000 net acres of undeveloped land with extensive 3D seismic. 



Advisors

Macquarie Capital Markets Canada Ltd. is acting as financial advisor to WestFire
for the Exceed Acquisition and the Producing Asset Acquisition. Sayer Energy
Advisors is acting as financial advisor to Exceed and has advised the Exceed
Board of Directors that they are of the opinion that the consideration to be
paid to Exceed pursuant to the Exceed Acquisition is fair from a financial point
of view to the Exceed shareholders, subject to review of final form
documentation. A copy of the Sayer Energy Advisors fairness opinion will be
included in the Exceed information circular to be sent to the Exceed
shareholders in connection with the meeting to be called to approve the
Arrangement.


About Exceed

Exceed is a Calgary based emerging oil and gas company engaged in the
exploration, development and production of oil and gas reserves in western
Canada. Exceed's Class A common shares trade on the TSX Venture Exchange under
the symbol "EX.A".


Reader Advisory

Certain of the information contained in this joint press release assumes that
WestFire has completed the Exceed Acquisition and Producing Asset Acquisition on
the anticipated basis and times set forth herein. The Exceed Acquisition is
subject to the receipt of the approval of the shareholders of Exceed, the
approval of the Court of Queen's Bench for the province of Alberta as well as
all other necessary regulatory approvals. The anticipated listing of the
WestFire shares on a recognized Canadian stock exchange is subject to the
conditional approval of that stock exchange and WestFire satisfying the listing
requirements and all other requirements of such exchange. The Producing Asset
Acquisition is subject to the receipt of the approval of the Court of Queen's
Bench for the province of Alberta as well as the satisfaction of other customary
closing conditions including the ability of WestFire to fund the purchase price
of the Producing Assets.


Boes may be misleading, particularly if used in isolation. A boe conversion
ratio of six mcf to one 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. This conversion factor is an industry accepted norm
and is not based on either energy content or current prices.


Statements in this joint press release contain forward-looking information
including, without limitation, expectations of future production and exit
production rates, components of cash flow and earnings, recoverable reserves,
drilling results, timing and completion of the Exceed Acquisition and Producing
Asset Acquisition, estimated potential of the Viking resource play, the listing
of the WestFire shares on a recognized Canadian stock exchange and ongoing
corporate strategy and benefits of the Exceed Acquisition and Producing Asset
Acquisition. Readers are cautioned that assumptions used in the preparation of
such information may prove to be incorrect. Events or circumstances may cause
actual results to differ materially from those predicted, a result of numerous
known and unknown risks, uncertainties, and other factors, many of which are
beyond the control of WestFire and Exceed. These risks include, but are not
limited to; the risks associated with the oil and gas industry, commodity prices
and exchange rate changes. Industry related risks could include, but are not
limited to; operational risks in exploration, development and production, delays
or changes in plans, risks associated to the uncertainty of reserve estimates,
health and safety risks and the uncertainty of estimates and projections of
production, costs and expenses and access to capital. The risks outlined above
should not be construed as exhaustive. The reader is cautioned not to place
undue reliance on this forward-looking information. Neither WestFire or Exceed
undertakes no obligation to update or revise any forward-looking statements
except as expressly required by applicable securities laws.


Readers are further cautioned that the preparation of financial statements in
accordance with Canadian generally accepted accounting principles ("GAAP")
requires management to make certain judgements and estimates that affect the
reported amounts of assets, liabilities, revenues and expenses. Estimating
reserves is also critical to several accounting estimates and requires judgments
and decisions based upon available geological, geophysical, engineering and
economic data. These estimates may change, having either a negative or positive
effect on net earnings as further information becomes available, and as the
economic environment changes.


Cash flow from operations and operating netbacks are not recognized measures
under GAAP. Management of WestFire and Exceed believe that in addition to net
income, cash flow from operations and operating netbacks are useful supplemental
measures as they demonstrate an ability to generate the cash necessary to repay
debt or fund future growth through capital investment. Readers are cautioned,
however, that these measures should not be construed as an alternative to net
income determined in accordance with GAAP as an indication of WestFire's or
Exceed's performance. WestFire's and Exceed's method of calculating these
measures may differ from other companies and, accordingly, they may not be
comparable to measures used by other companies. For these purposes, WestFire and
Exceed defines cash flow from operations as cash provided by operations before
changes in non-cash operating working capital and defines operating netbacks as
revenue less royalties and operating expenses.


Readers are also cautioned that this joint press release contains the term
reserve life index, which is not a recognized measure under GAAP. Management
believes that this measure is a useful supplemental measure of the length of
time the reserves would be produced over at the rate used in the calculation.
Readers are cautioned, however, that this measure should not be construed as an
alternative to other terms determined in accordance with GAAP as a measure of
performance. The method of calculating this measure may differ from other
companies, and accordingly, they may not be comparable to measures used by other
companies.


This press release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities described herein. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), or any state securities laws and may not
be offered or sold within the United States or to United States Persons unless
registered under the U.S. Securities Act and applicable state securities laws or
an exemption from such registration is available.


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