Progress Announces $140 Million Bought Deal Financing



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS
    RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
    

    CALGARY, Jan. 28 /CNW/ - (TSX - PRQ) - Progress Energy Resources Corp.
("Progress" or the "Company") is pleased to announce that it has entered into
an agreement, on a bought deal basis, with a syndicate of underwriters co-led
by Peters & Co. Limited and BMO Capital Markets and including Scotia Capital
Inc., CIBC World Markets Inc., FirstEnergy Capital Corp., National Bank
Financial Inc., Canaccord Capital Corporation, Cormark Securities Inc., RBC
Capital Markets and Tristone Capital Inc., pursuant to which Progress will
issue 12,950,000 common shares at $10.85 per common share for total gross
proceeds of $140,507,500.
    Progress has also granted the underwriters an over-allotment option to
purchase, on the same terms and conditions, up to an additional 1,942,500
common shares. The option is exercisable in whole or in part, at any time
until 30 days after closing of the offering. The maximum gross proceeds raised
under this offering will be approximately $161.5 million should the over
allotment be exercised in full.
    Proceeds of the common share offering will be used to initially reduce
indebtedness, fund Progress' on-going capital expenditure program and for
general corporate purposes.
    The common shares shall be offered in all provinces of Canada (other than
Quebec) by way of short form prospectus and in the U.S. on a private placement
basis pursuant to exemptions from registration requirements. The closing of
the offering is expected to occur on February 18, 2009, and is subject to
certain conditions including the approval of the Toronto Stock Exchange.

    This news release shall not constitute an offer to sell or the
solicitation of any offer to buy securities in the United States. The common
shares have not been nor will be registered under the United States Securities
Act of 1933, as amended and they may not be offered or sold in the United
States absent registration or an exemption from registration. Any offering of
securities in the United States will be made by a confidential offering
memorandum pursuant to a valid private placement, which confidential offering
memorandum will contain detailed information about the company and management
as well as financial statements.

    Progress is a Calgary based, mid-size natural gas and oil exploration and
production company with operations in northwest Alberta and northeast British
Columbia. Common shares of Progress are listed on the Toronto Stock Exchange
under the symbol PRQ.

    Advisory Regarding Forward-Looking Statements

    This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "estimate",
"objective", "ongoing", "may", "will", "project", "should", "believe",
"plans", "intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning the completion of the offering and the use of the
proceeds of the offering.
    The forward-looking statements and information are based on certain key
expectations and assumptions made by Progress, including expectations and
assumptions concerning prevailing commodity prices and exchange rates,
applicable royalty rates and tax laws; future well production rates; reserve
and resource volumes; the performance of existing wells; the success obtained
in drilling new wells; and the sufficiency of budgeted capital expenditures in
carrying out planned activities; and the availability and cost of labour and
service regarding the satisfaction of the conditions of closing of the
offering, the receipt of applicable approvals. Although Progress believes that
the expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on
the forward looking statements and information because Progress can give no
assurance that they will prove to be correct.
    Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, the risks associated with the oil and gas industry in general such
as operational risks in development, exploration and production; delays or
changes in plans with respect to exploration or development projects or
capital expenditures; the uncertainty of reserve and resource estimates; the
uncertainty of estimates and projections relating to reserves, resources,
production, costs and expenses; health, safety and environmental risks;
commodity price and exchange rate fluctuations; marketing and transportation;
loss of markets; environmental risks; competition; incorrect assessment of the
value of acquisitions; failure to realize the anticipated benefits of
acquisitions; ability to access sufficient capital from internal and external
sources; failure to obtain required regulatory and other approvals; changes in
legislation, including but not limited to tax laws, royalties and
environmental regulations; and failure to obtain required regulatory and other
approvals; and to satisfy the other closing condition.
    Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press release
concerning these items.
    Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect the operations or financial results of Progress are included in reports
on file with applicable securities regulatory authorities and may be accessed
through the SEDAR website (www.sedar.com). The forward-looking statements and
information contained in this press release are made as of the date hereof and
Progress undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws.

    %SEDAR: 00020978E




For further information:

For further information: Greg Kist, Vice President, Investor Relations
and Marketing, Progress Energy Resources Corp., at (403) 539-1809,
gkist@progressenergy.com

Organization Profile

Progress Energy Canada Ltd.

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