Progress Announces Completion of Common Share Offering



    CALGARY, Feb. 18 /CNW/ - (TSX - PRQ) - Progress Energy Resources Corp.,
("Progress" or the "Company") today announced that it has completed its
previously announced common share equity offering resulting in the issuance of
12,950,000 common shares of Progress at a price of $10.85 per common share for
gross proceeds of $140.5 million. This financing was co-led by Peters & Co.
Limited and BMO Capital Markets and included 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. (collectively, the "Underwriters").
    The net proceeds of the offering will be used to initially reduce
Progress' outstanding indebtedness under its existing credit facilities.
    Progress has granted the Underwriters an over-allotment option to
purchase up to an additional 1,942,500 common shares on the same terms and
conditions at any time within 30 days from today.

    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 energy company primarily focused on
natural gas exploration, development and production in northwest Alberta and
northeast British Columbia. Common shares of Progress are listed on the
Toronto Stock Exchange under the symbol PRQ.

    Forward Looking Statements Advisory

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


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