NWest Energy to Amalgamate with Argentina-Focused Private Company

NWest Energy Corp. ("NWest" or the "Corporation") (TSX VENTURE:NWN) announces
that it has entered into a non-binding letter of intent dated February 24, 2012
(the "Letter of Intent") with Caribe Oil & Gas Ltd. ("Caribe"), a private
Alberta corporation focused on exploration and development of oil and gas
properties in Argentina, pursuant to which NWest will amalgamate with Caribe
(the "Transaction") to form a new company ("Amalco"). Caribe's management team
also includes a number of individuals who have experience operating in both
conventional and unconventional oil and gas plays, which is important for
operating in Argentina. It is intended that the management of Caribe will assume
the key management positions within Amalco upon closing of the Transaction.


The closing of the Transaction is subject to a number of conditions, including
but not limited to: (a) NWest and Caribe entering into a definitive amalgamation
agreement; (b) Caribe entering into one or more binding purchase agreements in
connection with the MOUs (as defined below) or other oil and gas assets located
in Argentina (the "Asset Purchase Agreements"); (c) NWest or Amalco completing
the Financing (as defined below); (d) completion of a due diligence review to
the satisfaction of both NWest and Caribe; (e) approval of the TSX Venture
Exchange (the "TSXV"); (f) sponsorship, if required by the TSXV; (g) receipt and
acceptance by NWest and by the TSXV of one or more independent reserve reports
on the properties acquired pursuant to the Asset Purchase Agreements
contemplated herein in compliance with National Instrument 51-101 ("NI 51-101");
and (f) approval by the shareholders of NWest and Caribe.


The Transaction is subject to the policies of TSXV relating to reverse
takeovers. Upon completion of the Transaction, Amalco will change its name to a
name that is acceptable to the regulatory authorities and the shareholders of
NWest and Caribe and will become an oil and gas company focused on the
exploration and development of oil and gas properties in Argentina. 


Caribe Oil & Gas Ltd.

Caribe was incorporated under the Business Corporations Act (Alberta). The
registered office and head office of Caribe are both located at Suite 220, 840 -
6th Avenue S.W., Calgary, Alberta, T2P 3E5. Caribe has 9,051,000 common shares
issued and outstanding, and no stock options, warrants, anti-dilution or other
rights to purchase Caribe Shares issued or outstanding.


The principal shareholders of Caribe, who each own 20% or more of the
outstanding Caribe Shares, are Rakesh Dhir of Vancouver, British Columbia who
owns 5,000,000 common shares of Caribe (55.2%); and Pomay Overseas Inc. (David
Thompson of Hamilton, Bermuda) who owns 2,850,000 common shares of Caribe
(31.5%).


Prior to pursuing transactions in Argentina in 2011, Caribe was focused on the
acquisition and farm-in of upstream oil and gas opportunities in the Caribbean
and South America. Caribe did not complete any transactions and currently has no
production and owns no petroleum or natural gas assets.


Caribe has entered into a memorandum of understanding ("MOU") regarding the
acquisition of a 100% working interest in 2 blocks in the southern Neuquen
Basin, totalling approximately 12,000 hectares in area, with approximately 60
barrels of oil per day ("bopd") of conventional oil production and potential
within the prolific Vaca Muerta shale. Caribe is also a party to an additional
MOU (collectively, the "MOUs"), regarding the acquisition of 100% of the shares
of a private Argentine company which holds a 100% working interest in a block in
the Noroeste Basin of northern Argentina, totalling approximately 680,000
hectares in area, which is currently producing about 70 bopd and has exploration
and development potential. Caribe is also in various stages of negotiation and
due diligence on a number of additional blocks in the Neuquen and Cuyo basins,
with the intention of either acquiring or farming-in for interests in the
blocks.


Caribe plans to complete a ten for one consolidation of its current outstanding
common shares, issue 3,000,000 common shares of Caribe on a post-consolidation
basis (the "Caribe Shares") for services rendered at $0.10 per share, issue up
to 7,000,000 Caribe Shares at $0.10 per share and 7,500,000 Caribe Shares a
$0.15 per share pursuant to two private placements for anticipated gross
proceeds aggregating $1,825,000. Caribe is expected to have approximately
18,500,000 Caribe Shares outstanding and no options or warrants outstanding
prior to the closing of the Transaction.


Caribe plans to use the cash proceeds from the two private placements and
earlier share issuances to complete its due diligence on the properties
described in the MOUs and other properties in Argentina, to pay expenses and
deposits associated with entering into the Asset Purchase Agreements, and for
the preparation of a NI 51-101 report or reports on one or more of such
properties, and for general working capital purposes.


Transaction Terms

NWest currently has 9,474,192 common shares ("NWest Shares") outstanding, plus
options to acquire up to 285,000 NWest Shares at an exercise price of $5.00 per
NWest Share.


Pursuant to the Transaction, NWest and Caribe will amalgamate to form Amalco
and: (a) each NWest Share will be exchanged for one common share of Amalco
("Amalco Share") with a deemed price of the Offering Price (defined below); and
(b) each Caribe Share will be exchanged for one Amalco Share with a deemed price
of the Offering Price.


In connection with the Transaction, NWest must complete prior to or concurrent
with the closing of the Transaction a brokered private placement for gross
proceeds of not less than $20,000,000 at a price to be determined in the context
of the market (the "Offering Price"), with each Unit consisting of one NWest
Share and one-half (1/2) of one warrant (the "Financing"). The net proceeds of
the Financing are expected to be used for the purchase of and further
exploration and development of the oil and gas assets of Amalco, and for general
working capital purposes. Completion of the Transaction is conditional on the
successful completion of the Financing. 


NWest will enter into a finder's fee agreement whereby one or more third parties
who will be paid concurrent with the closing of the Transaction a finder's fee
of up to 400,000 Amalco Shares at the Offering Price. In addition, concurrent
with the closing of the Transaction the directors of Amalco are expected to each
be granted options to purchase 200,000 Amalco Shares at not less than the
Offering Price.


The Transaction will be an arm's length transaction as none of the directors and
officers of NWest have any ownership or other interest in Caribe.


Board and Management Changes

After completion of the Transaction, the Board of Directors of Amalco will
consist of six (6) directors, including Dr. James Buckee, Jacqueline Sheppard,
Robert Webb and Wade Dawe, who are all currently or will be directors of NWest,
as well as Marc Melnic and Gregg Vernon, provided the TSXV does not object to
such nominations and such persons are eligible to act as directors pursuant to
the requirements of applicable corporate law. After the closing of the
Transaction, the officers of Amalco will be appointed by the Board of Directors
of Amalco and are expected to include Marc Melnic as President and Chief
Executive Officer, Lori Bobye as Chief Financial Officer, Bill McDougall as
Vice-President, Exploration, Jorge Vallmitjana as Manager, Business Development
- Argentina and Douglas M. Stuve as Corporate Secretary.


Marc Melnic, President, CEO, and proposed Director of Amalco is a professional
engineer with over 17 years of industry experience in senior management roles
with companies that include Vero Energy Inc., Enerplus Resources Fund and
PanCanadian Petroleum Ltd. Mr. Melnic has a Bachelor of Science degree in
Mechanical Engineering from the University of Manitoba and an MBA from Queen's
University.


Gregg Vernon, a proposed Director of Amalco is a Professional Engineer and is
Chief Operating Officer of PetroMagdalena Energy Corp., a public oil and gas
exploration and development company listed on the Toronto Stock Exchange focused
on Colombia. He is a Director of Petrodorado Energy Ltd. and Hemisphere Energy
Corp., two public companies listed on TSXV. He was the co-founder of Petro
Andina Resources Inc., a company focused on oil and gas opportunities in
Argentina, which was acquired in 2009 by Pluspetrol Resources Corporation, N.V.
for approximately $359 million.


Lori Bobye, the proposed Chief Financial Officer of Amalco is a Certified
Management Accountant with 19 years of industry experience in assisting public
companies with all aspects of financial services. Ms. Bobye's roles have
included Chief Financial Officer of Stealth Ventures Ltd., Controller at Skope
Energy Inc., Controller at Peyto Exploration and Development Corp. and numerous
senior roles at companies such as Devon Energy Corp., Central Alberta Midstream,
Engage Energy Canada, L.P., Avid Oil and Gas Ltd., Husky Energy Inc., Rio Alto
Exploration Ltd. and Norcen Energy Resources Ltd.


Bill McDougall, the proposed Vice-President, Exploration of Amalco is a
professional geologist with 32 years of industry experience. He was the
President of a geological consultancy in Calgary focused on mergers and
acquisitions, exploration and development with specialty knowledge in
unconventional resources including shale gas and coalbed methane. He has worked
for many exploration and production companies such as Apache Canada Ltd., BHP
Billiton Ltd., EOG Resources Canada Inc., Burlington, Enerplus Resources Fund,
Nexen Inc., Suncor Energy Inc., Talisman Energy Inc. and European Gas Limited.
His experience has taken him to evaluate projects in France, Italy, Belgium,
United States and Australia. He has a Master of Sciences degree in Geology from
the University of Regina.


Jorge Vallmitjana, the proposed Manager, Business Development for Argentina is a
Buenos Aires-based lawyer whom has extensive experience in contracts and
negotiations and has successfully introduced companies such as Encana
Corporation, Nowsco Well Service Ltd. and Veritas Geophysical, among others,
into Latin America.


Douglas M. Stuve, the proposed Corporate Secretary of Amalco is a partner with
the law firm Burstall Winger LLP of Calgary, Alberta. Mr. Stuve's principal
areas of practice are corporate finance and securities law, as well as general
corporate commercial law. Mr. Stuve has served as a director of several public
companies and is currently Chairman of Athabasca Minerals Inc., and a director
of Border Petroleum Corp., New Sage Energy Corp. and E.G. Capital Inc. (all
public companies listed on TSXV). Mr. Stuve is a past director of several public
companies, including Patfind Inc., the first Capital Pool Company offering
completed on the predecessor to TSXV, as well as Deepwell Energy Services Trust
(TSX), Tesoro Energy Corp. (TSX), Kelso Energy Inc., Colonia Energy Corp., Regal
Energy Inc., Cascadia International Resources Inc., International Technologies
Corporation, Sabrich Capital Corporation, Yangarra Resources Ltd., Amalfi
Capital Corporation and Lime Hill Capital Corporation. Mr. Stuve holds a
Bachelor of Arts degree (with distinction) from the University of Alberta and a
Bachelor of Laws degree (LL.B) from Queen's University.


Amalco will issue a news release providing additional information regarding the
Financing, Caribe's historical financial statements and other material
information regarding the Transaction that requires updating at that time.
Trading of the NWest Shares will not resume until the TSXV has reviewed, among
other things, an NI 51-101 report on the properties to be acquired pursuant to
the Asset Purchase Agreements and all other documents required by the TSXV have
been filed. Amalco will issue a further news release when the TSXV has received
the necessary documentation and trading of the NWest Shares is to resume. 


NWest will be required to obtain a sponsor for the Transaction pursuant to the
requirements of TSXV. No sponsor has been retained yet by NWest.


As indicated above, completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and, if applicable
pursuant to TSXV requirements, disinterested shareholder approval. The
Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the Transaction will be completed as proposed or
at all.


Investors are cautioned that, except as disclosed in the information circular of
the Corporation to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
the Corporation should be considered highly speculative. The TSXV has in no way
passed upon the merits of the proposed Transaction and has neither approved nor
disapproved the contents of this release.


The information regarding the background of the directors and officers of Caribe
was provided to NWest by these individuals and has not been verified by NWest.


Except for historical information contained herein, this news release contains
forward-looking statements that involve risks and uncertainties. More detailed
information about potential factors that could affect financial results is
included in the documents filed from time to time with the Canadian securities
regulatory authorities by NWest.


The securities of Caribe and NWest being offered have not been, nor will be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from U.S. registration requirements. This release does not constitute an offer
for sale of securities in the United States.