Spry Energy Ltd. Announces $13.5 Million Acquisition of Private Company Golden Eagle Energy Inc.



    CALGARY, Nov. 15 /CNW/ - Spry Energy Ltd. ("Spry") announces that it has
entered into an agreement with Golden Eagle Energy Inc. ("Golden Eagle")
whereby Spry has agreed to purchase all of the issued and outstanding shares
in the capital of Golden Eagle by way of a plan of arrangement (the
"Arrangement"). Spry will exchange 0.1406 of a common share of Spry for each
Golden Eagle common share, or $0.745 in cash for each Golden Eagle common
share; subject to the maximum amount of cash totaling $3,725,000. Assuming the
maximum cash consideration is elected, Spry would issue approximately
1.85 million common shares.
    The Boards of Directors of both Spry and Golden Eagle have approved the
Arrangement. Jennings Capital Inc. has provided the Board of Golden Eagle with
an opinion that the Arrangement is fair, from a financial point of view, to
the Golden Eagle shareholders.
    It is anticipated that the Golden Eagle special meeting required to
approve the Arrangement will be held in early January 2008. If approved by the
Golden Eagle shareholders, the Arrangement is expected to close shortly after
the special meeting. Under certain circumstances, if the transaction is not
consummated, Spry would receive a non-completion fee of $700,000. The
Arrangement prohibits Golden Eagle from soliciting or initiating any
discussions concerning the sale of material assets or any other business
combination and provides Spry with the right to match any competing proposal
in the event of such proposal. Management and the Board of Golden Eagle have
signed agreements to vote their shares in favour of the Arrangement. Upon
successful completion of the Arrangement, Mr. Daryl Gilbert, currently the
Chairman of the Board of Golden Eagle, will join the Board of Spry.

    Golden Eagle is currently producing approximately 275 boe/d, has a
working capital surplus and no debt. Golden Eagle also owns 34,000 net acres
of undeveloped land and has $30 million in tax pools. Spry operates a joint
property with Golden Eagle in Utikuma, Alberta and has several oil properties
in southeast Saskatchewan in close proximity to Golden Eagle properties. Upon
successful completion of this transaction, Spry's production rate is expected
to be approximately 1,750 boe/d.

    Forward-Looking Statements

    Certain information set forth in this press release, including
managements' assessment of the future plans and operations of Spry and Golden
Eagle and the benefits of the proposed Arrangement, contains forward-looking
statements. By their nature, forward-looking statements are subject to
numerous risks and uncertainties, some of which are beyond the control of Spry
and Golden Eagle, including the impact of general economic conditions,
industry conditions, volatility of commodity prices, currency fluctuations,
imprecision of reserve estimates, environmental risks, competition from other
industry participants, the lack of availability of qualified personnel or
management, stock market volatility and ability to access sufficient capital
from internal and external sources. Readers are cautioned that the assumptions
used in the preparation of such information, although considered reasonable at
the time of preparation, may prove to be imprecise and, as such, undue
reliance should not be placed on forward-looking statements. The actual
results, performance or achievement of Spry, Golden Eagle or the combined
entity could differ materially from those expressed in, or implied by, these
forward-looking statements and, accordingly, no assurance 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 that Spry and Golden Eagle
will derive therefrom. Spry and Golden Eagle disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

    %SEDAR: 00018775E




For further information:

For further information: Mr. Kenneth Bowie, P.Eng. MBA, President and
CEO, Spry Energy Ltd., (403) 265-7770 ext. 230

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SPRY ENERGY LTD.

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