Cutpick Energy Inc. Enters Into Arrangement Agreement


CALGARY, ALBERTA--(Marketwire - May 3, 2012) - Cutpick Energy Inc. ("Cutpick" or the "Corporation") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Crescent Point Energy Corp. ("Crescent Point") (TSX:CPG), pursuant to which Crescent Point will, subject to certain conditions, acquire all of the issued and outstanding common shares of Cutpick ("Cutpick Shares") on the basis of 0.1400 of a Crescent Point common share ("Crescent Point Shares") for each outstanding Cutpick share (the "Arrangement").

The consideration reflects a value of $6.04 per Cutpick common share based on a five-day weighted average trading price of $43.13 per Crescent Point share. The total purchase price is approximately $425 million, including the assumption of approximately $83 million in net debt, including estimated transaction costs and taking into account estimated proceeds from option and warrant exercises. Upon completion of the Arrangement, Cutpick shareholders will be eligible to receive Crescent Point's monthly dividend. Dividends are payable on a monthly basis on or around the 15th day of each month. The first dividend Cutpick shareholders will be eligible to receive is the dividend expected to be payable on or about July 16, 2012 to shareholders of record on or about June 30, 2012.

The Board of Directors of Cutpick has unanimously approved the Arrangement, determined that the consideration to be received by the Cutpick shareholders is fair to Cutpick shareholders, that the Arrangement is in the best interests of Cutpick and recommend that Cutpick shareholders vote their Cutpick shares in favour of the Arrangement. The directors and officers of Cutpick representing approximately 29% of the outstanding Cutpick Shares, have entered into support agreements pursuant to which they have agreed to vote their Cutpick Shares in favour of the Arrangement. An information circular describing the Arrangement is expected to be mailed to Cutpick security holders in late May 2012 for a special meeting of shareholders (the "Meeting") scheduled to take place on or about June 19, 2012. Closing is subject to certain conditions, including the receipt of court and other regulatory approvals.

FirstEnergy Capital Corp. is acting as exclusive financial advisor to Cutpick with respect to the Arrangement and has provided the Board of Directors of Cutpick with an opinion that, subject to the review of final documentation, the consideration to be received under the Arrangement is fair, from a financial point of view, to Cutpick shareholders. Peters & Co. Limited is acting as strategic advisor to Cutpick with respect to the Arrangement.

In the event the Arrangement does not proceed, under certain circumstances, Cutpick and Crescent Point have agreed to a reciprocal non-completion fee of $15 million. The Arrangement Agreement also provides for customary non-solicitation covenants including Cutpick's right to respond to superior proposals and Crescent Point's right to match any such proposal.

Cutpick is a private Calgary, Alberta based corporation engaged in the exploration, development and production of oil and natural gas. The Corporation is focused on the exploitation of its Viking light oil resource lands in the Halkirk area of Alberta. Cutpick current production rates are approximately 5,600 BOE/d weighted 65% to oil & NGL's. After adjusting for the value of land and seismic, the acquisition metric equates to $73,036 per producing BOE/d. To date, Cutpick has drilled 103 Viking horizontal wells, with a 100% success rate, in the Viking fairway at Halkirk.

Crescent Point is a conventional oil and gas producer with assets strategically focused in properties comprised of high-quality, long-life, operated light and medium oil and natural gas reserves in Canada and the United States. Assuming the successful completion of the Arrangement, Crescent Point's average daily production in 2012 is expected to be more than 88,500 BOE/d and its 2012 exit production rate is expected to be more than 97,500 BOE/d.

Reader Advisories

Forward Looking Statements: This news release contains forward-looking statements relating to the Corporation, including with respect to Crescent Point's monthly dividend. Forward-looking statements typically use words such as "anticipate", "believe", "project", "expect", "plan", "intend" or similar words suggesting future outcomes, statements that actions, events or conditions "may", "would", "could" or "will" be taken or occur in the future.

These forward-looking statements are based on various assumptions including expectations regarding the outlook for petroleum and natural gas prices; estimated amounts and timing of capital expenditures; the timing, location and extent of future operations; anticipated timing and results of capital expenditures; estimates of future production; the state of the economy and the exploration and production business; results of operations; performance; business prospects and opportunities; future exchange and interest rates; impact of increasing competition and ability to market oil and natural gas successfully. While Cutpick considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties and other factors that contribute to the possibility that the predicted outcome will not occur, including, 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; general economic conditions in Canada, the U.S. and globally; ability to access sufficient capital from internal and external sources; and that the Arrangement may not be completed. Readers are cautioned that the foregoing list of factors is not exhaustive.

Although Cutpick believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements and you should not unduly rely on forward-looking statements. The forward-looking statements contained in this news release are made as the date of this news release and the Corporation 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.

Sales volumes are commonly expressed on a barrel of oil equivalent ("BOE") basis whereby natural gas volumes are converted at the ratio of six thousand cubic feet ("MCF") to one barrel of oil. The intention is to sum oil, natural gas liquids and natural gas measurements units into one basis for improved analysis of results and comparisons to other industry participants. BOE's and Mcf equivalents may be misleading, particularly if used in isolation. A conversion ratio of six thousand cubic feet to one barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

All financial information, unless otherwise noted, has been prepared in accordance with Canadian generally accepted accounting principles (GAAP), specifically International Accounting Standard (IAS) 34 Interim Financial Reporting as issued by the International Accounting Standards Board, within Part 1 of the Canadian Institute of Chartered Accountants Handbook, which is within the framework of International Financial Reporting Standards (IFRS). Certain financial measures in this news release are not prescribed by GAAP.

These non-GAAP financial measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measures are included because management uses the information to analyze operating performance, leverage and liquidity, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

This news release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this news release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state.

Contact Information:

Cutpick Energy Inc.
Bob Chaisson
President and Chief Executive Officer
(403) 538-4563
b.chaisson@cutpick.com

Cutpick Energy Inc.
James (Pep) Lough
Vice President, Finance and Chief Financial Officer
(403) 538-4553
j.lough@cutpick.com