SKW Skywest Energy Corp

SkyWest Energy Corp. ("SkyWest" or the "Company") (TSX VENTURE:SKW) is pleased
to announce it has entered into a definitive agreement (the "Arrangement
Agreement") to acquire a private company ("Privateco") as previously announced
for a combination of cash and SkyWest shares. As consideration Privateco's
shareholders will receive $1.10 per share in cash ($10,000,000) and two (2)
SkyWest shares at fifty two (52 cents) per share, resulting in total
consideration of approximately $20,000,000including the issuance of up to
19,848,325 shares (assuming full conversion of the Privateco convertible
securities). Including estimated transaction costs and the assumption of $3
million of net debt of Privateco (as of September 30, 2010), the total
consideration is approximately $23 million. The Acquisition is expected to close
in mid-December in the event a meeting of the Privateco shareholders is not
required and early January if a meeting is required. The Board of Directors,
management and certain shareholders of Privateco, representing approximately 75%
of the basic shares outstanding, have entered into support agreements to vote
their shares in favor of the Arrangement Agreement. The completion of the
Acquisition is subject to a number of conditions, including but not limited to
the approval by the Privateco Shareholders, receipt of all regulatory approvals,
including the approval of the TSX Venture Exchange. The Arrangement Agreement
provides for the payment of a mutual break fee upon the occurrence of certain
events.


As of the closing date, Privateco's production isexpected to be
approximately520boepd.In addition, Privateco has a total of 7.25 gross (5.0 net)
sections of lands located in the Pembina Cardium fairway, on which Privateco has
recently participated in 4 successful Cardium horizontal wells.


An independent director of SkyWest is a director, officer and shareholder of
Privateco. The Chief Financial Officer of SkyWest is a shareholder of Privateco.


Highlights of the Acquisition are as follows:

Estimated proved plus probable reserve value of approximately $21,836,000(1),
50% natural gas and50% oil and NGLs;




--  24 net PembinaCardium horizontal oil locations; 
--  90% of production is operated with a85% average producing well working
    interest; 
--  Gross Lands of 51,747 acres(40,849 net acres). 
--  Acquisition cost of: 
    --  $16.55/boe (proved plus probable); 
    --   $44,230 per flowing boe 
--  7.3 year RLI. 



(1) Based on 1,390mboe of proved plus probable reserves as of March 31, 2010, as
assessed by GLJ Petroleum Consultants Ltd.


STRATEGIC RATIONALE

The Acquisition is consistent with the Corporation's mandate to acquire, explore
and exploit high working interest, high quality, and oil in place reservoirs,
with a particular emphasis on Pembina opportunities. Privateco's Pembina area
lands are located in a very active area where recent Cardium Formation land
sales have ranged from $1,000,000 to $3,000,000 per section. The combination of
SkyWest and Privateco results in a company that is focused, financially strong
and opportunity rich with in excess of 94 netCardium horizontal locations.


EQUITY FINANCING

SkyWest is also pleased to announce that further to its news release issued on
November 17, 2010, it has entered into an amended engagement agreement with a
syndicate of investment dealers led by Wellington West Capital Markets Inc. and
including Haywood Securities Inc., FirstEnergy Capital Corp. and Desjardins
Securities Inc. (collectively, the "Underwriters") to increase its previously
announced Offering of $25,012,000 to a total size of $32,000,020. Under the
agreement, the Underwriters will now purchase from SkyWest 61,538,500 Special
Warrants at an issue price of $0.52 per Special Warrant. All other terms and
conditions of the Offering remain the same as previously announced. Proceeds
from the offering will be used to fund the Privateco Acquisition, as described
in detail above and in the Company's press release dated November 8, 2010, to
fund ongoing exploration and development activities and for general corporate
purposes.


The Offering is expected to close on or about December 7, 2010 and is subject to
certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange and the securities
regulatory authorities.


Information Regarding SkyWest

SkyWest Energy Corp. is aCardium focused, public oil and gas exploration and
development company, located in Calgary, Alberta with operations in Alberta.
SkyWest currently trades on the TSX Venture Exchange (TSXV) under the Symbol
"SKW".


Statements herein that are not historical facts may be considered forward
looking statements including management's assessment of future plans and
operations, growth expectations within the Corporation, expected initial
production rates from certain new wells, timing of completion of wells and of
production additions, expected size of various plays, construction or expansion
of facilities and the timing thereof and expected costs and the effects thereof,
drilling plans and the effects thereof. These forward-looking statements
sometimes include words to the effect that management believes or expects a
stated condition or result. All estimates and statements that describe the
Corporation's objectives, goals or future plans are forward-looking statements.
Since forward-looking statements address future events and conditions, by their
very nature they involve inherent risks and uncertainties including, without
limitation, risks associated with the Acquisition, oil and gas exploration,
development, exploitation, production, marketing and transportation, loss of
markets, volatility of commodity prices, currency fluctuations, imprecision of
reserve estimates, environmental risks, competition from other producers,
inability to retain drilling rigs and other services, failure to realize the
anticipated benefits of acquisitions, delays resulting from or inability to
obtain required regulatory approvals and ability to access sufficient capital
from internal and external sources. As a consequence, SkyWest's actual results
may differ materially from those expressed in, or implied by, the
forward-looking statements.


Forward-looking statements or information are based on a number of factors and
assumptions which have been used to develop such statements and information but
which may prove to be incorrect. Although SkyWest believes that the expectations
reflected in such forward-looking statements or information are reasonable,
undue reliance should not be placed on forward-looking statements because
SkyWest can give no assurance that such expectations will prove to be correct.
In addition to other factors and assumptions which may be identified in this
document, assumptions have been made regarding, among other things: the impact
of increasing competition; the ability of SkyWest to obtain equipment and
services in a timely and cost efficient manner; drilling results; the ability of
the operator of the projects which SkyWest has an interest in to operate the
field in a safe, efficient and effective manner; field production rates and
decline rates; the ability to replace and expand oil and natural gas reserves
through acquisition, development or exploration; the timing and costs of
pipeline, storage and facility construction and expansion; future oil and
natural gas prices; currency, exchange and interest rates; the regulatory
framework regarding royalties, taxes and environmental matters in the
jurisdictions in which SkyWest operates; and the ability of SkyWest to
successfully market its oil and natural gas products.


Readers are cautioned that the foregoing list of factors and assumptions is not
exhaustive. Additional information on these and other factors that could effect
SkyWest's operations and financial results are included in reports on file with
Canadian securities regulatory authorities and may be accessed through the SEDAR
website (www.sedar.com). Furthermore, the forward-looking statements contained
in this news release are made as at the date of this news release and SkyWest
does not undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.


BOEs

Disclosure provided herein in respect of barrels of oil equivalent (boe) may be
misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:
1 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.

Skywest Energy Corp (TSXV:SKW)
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부터 6월(6) 2024 으로 7월(7) 2024

Skywest Energy Corp (TSXV:SKW)
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부터 7월(7) 2023 으로 7월(7) 2024