CALGARY, ALBERTA--(Marketwire -
Feb. 17, 2010) - FairWest Energy Corporation (TSX VENTURE:FEC) ("FairWest" or
the "Company") advises that it is continuing to operate under the terms of a
Forbearance Agreement (the "Agreement") with its principal lender (the "Bank")
which was designed to allow the Company to comply with the terms of its credit
facility (the "Credit Facility") with the Bank. Pursuant to the Agreement and
subsequent amendments, the Company laid out a comprehensive plan of action that
resulted in the sale of oil and gas assets, the monetization of a natural gas
hedge contract, the issuance of common shares, the extension of existing
debentures and the sale of new debentures. As a result of these activities,
the Company expects to comply with the minimum working capital ratio and the
removal of liens as required under the terms of the Credit Facility by March
31, 2010. The amended Agreement extends the Credit Facility to May 31, 2010
and requires a stated monthly reduction in the Credit Facility. Currently, the
Company has reduced the Credit Facility to $6,700,000 and has agreed to reduce
the facility to $5,650,000 by May 31, 2010, subject to adjustments based on a
revised borrowing base calculation that the Bank may undertake to obtain prior
to that date.
The Company also announces that it
has extended its previously announced private placement (the "Private
Placement") of up to $4,000,000 of Series 2, 14% Secured, Subordinated,
Convertible Debentures (the "Debentures") to March 31, 2010. To date, the
Company has raised in excess of $3,000,000 in the Private Placement and has
scheduled subsequent closings in February and March, 2010 in order to raise the
maximum amount of the Private Placement. Each Debenture is priced at $1,000 and
is convertible into Common Shares at a price of $0.15 per share until December
31, 2011. The proceeds from the sale of Debentures are being used for oil and
gas well optimization, payment of unsecured debt and other general corporate
purposes.
The Company advises that it has
completed and tied in its previously announced gas well at Kirkpatrick Lake
adding approximately 50 barrels of oil equivalent per day ("boe/d") of net
production. With the onset of warmer weather and the addition of production
volumes from planned optimization work, the Company expects to average
approximately 550 boe/d during the first quarter of 2010. The Company has a
significant inventory of optimization projects and drillable oil and gas
prospects to pursue during the balance of 2010.
The Company also announces that it
mailed a proposal to certain unsecured creditors of the Company to satisfy
outstanding amounts owing to these creditors. In the proposal, the Company
plans to issue either a combination of cash and shares or shares and share
purchase warrants to the creditors in exchange for the elimination of the debt.
If all the creditors agree to participate in the proposal, the Company may
issue up to 20 million common shares and 10 million common share purchase
warrants. The deemed price of the shares to be issued will be $0.10 per share
and the share purchase warrants will allow the holder to acquire shares of the
Company at a price of $0.15 per share until September 30, 2012. The proposal
is subject to approval of the TSX Venture Exchange.
The Company is also pleased to
announce the appointment of two independent directors to its Board of
Directors. H. Allen Cameron and Angelo W.S. Zia were appointed to the board on
February 8, 2010. Mr. Cameron will be the Chairman of the Company's Audit and
Reserves Committee. Mr. Cameron is presently serving as the President of Cordy
Oilfield Services Inc. and has over 30 years of experience in leadership roles
in business, accounting and management consulting. He is presently serving as
the chairman of the Audit Committee of two private companies operating in
Calgary, Alberta. Mr. Cameron is a Fellow of the Society of Management
Accountants of Canada, Certified Management Accountant of Alberta, Certified
Management Consultant, and Professional Administrator. Mr. Zia will join the
Audit and Reserves Committee with responsibility for the Company's reserves. Mr. Zia is presently Managing Director of Canada Link Resources Development Co.
Ltd. He has over 30 years of experience in engineering, operations,
international and intergovernmental relations. From 2000-2009 he served as
Alberta Managing Director for the China National Petroleum Corporation located
at the Alberta Petroleum Centre (CAPC) in Beijing, China. Mr. Zia holds a
B.Sc. in Electrical Engineering, a MBA from the University of Alberta and is a
registered Professional Engineer in Alberta.
About FairWest Energy
FairWest (TSX
VENTURE:FEC) is a Calgary, Alberta based junior oil and gas company engaged in
the acquisition, exploration, development and production of crude oil and
natural gas in the provinces of Alberta and Saskatchewan.
READER ADVISORY
This news release may
contain certain forward-looking statements, including management's
assessment of future plans and operations, and capital expenditures and the
timing thereof, that involve substantial known and unknown
risks and uncertainties, certain of which are beyond the Company's control.
Such risks
and uncertainties include, without limitation, risks associated with 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, delays resulting from or inability to obtain required regulatory
approvals and ability to access sufficient capital from internal and external
sources, the impact of general economic conditions in Canada, the United States
and overseas, industry conditions, changes in laws and regulations (including
the adoption of new environmental laws and regulations) and changes in how they
are interpreted and enforced, increased competition, the lack of availability
of qualified personnel or management, fluctuations in foreign exchange or
interest rates, stock market volatility and market valuations of companies with
respect to announced transactions and the final valuations thereof, and
obtaining required approvals of regulatory authorities. The Company's actual
results, performance or achievements could differ materially from those
expressed in, or implied by, these forward-looking statements and, accordingly,
no assurances can be given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what benefits,
including the amount of proceeds, that the Company will derive there from. Readers are cautioned
that the foregoing list of factors is not exhaustive. All
subsequent forward-looking statements, whether written or oral, attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. Furthermore, the forward-looking
statements contained in this news release are made as at the date of this news
release and the Company 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.
The terms bbls, bbls/d, boe, boes or
boes/d may be misleading, particularly if used in isolation. A boe (barrel of
oil equivalent) conversion ratio of 6 mcf per one (1) boe is based on an energy
equivalency conversion method primarily applicable at the burner tip and does
not represent a value equivalency at the wellhead.
129,839,879 Common Shares
Issued
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.