Bonterra Energy Corp.

Bonterra Energy Corp.

November 12, 2008 23:59 ET

Bonterra Oil & Gas Ltd., Bonterra Energy Income Trust and Bonterra Energy Corp. (Formerly, Silverwing Energy Inc.) Announce Completion of the Bonterra and Silverwing Arrangements

CALGARY, ALBERTA--(Marketwire - Nov. 12, 2008) -

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

Bonterra Oil & Gas Ltd. ("New Bonterra") (www.bonterraenergy.com) (TSX:BNE), Bonterra Energy Income Trust ("Bonterra Trust") and Bonterra Energy Corp. ("Bonterra Corp.") are pleased to announce that the arrangement under the Business Corporations Act (Alberta) (the "ABCA") involving Silverwing Energy Inc. ("Silverwing"), Bonterra Trust, Bonterra Corp. and the holders of securities of Silverwing (the "Silverwing Arrangement") and the arrangement under the ABCA involving Bonterra Trust, Bonterra Corp, Novitas Energy Ltd. ("Novitas"), SRX Post Holdings Inc. ("SRX", renamed Bonterra Oil & Gas Ltd.) and the holders of securities of Bonterra Trust (the "Bonterra Arrangement") have been completed effective today.

Summary of the Silverwing Arrangement

Under the terms of the Silverwing Arrangement, holders of common shares of Silverwing ("Silverwing Shares") received either: (i) $0.073 in cash; or (ii) 0.002166 of a unit of Bonterra Trust ("Trust Unit") for each Silverwing Share held by such holder.

As a result of the Silverwing Arrangement Silverwing became a wholly-owed subsidiary of Bonterra Trust. An aggregate of 7,745 Trust Units were issued to holders of Silverwing Shares who elected to receive Trust Units. Holders of Silverwing Shares that elected or were deemed to have elected to receive cash under the Silverwing Arrangement will receive an aggregate of $13,481,986.08 in cash.

Each of the former officers and directors of Silverwing have resigned and were replaced by a nominee of Bonterra Trust. It is anticipated that the Silverwing Shares will be delisted from trading on the TSX within three to four business days.

Summary of the Bonterra Arrangement

Under the terms of the Bonterra Arrangement, New Bonterra acquired all of the outstanding Trust Units by issuing common shares ("New Bonterra Shares") to holders of Trust Units on a one-for one basis. In addition, Bonterra Corp. and Novitas, which held the operating assets of Bonterra Trust, amalgamated to form a new operating subsidiary of Bonterra Trust.

Prior to implementing the Bonterra Arrangement, SRX underwent a reorganization in connection with a Plan of Compromise and Arrangement ("CCAA Plan") under the Companies' Creditors Arrangement Act (Canada) and the Canada Business Corporations Act which resulted in: (i) Bonterra Corp. advancing a loan of approximately $11,250,000 to SRX; (ii) all liabilities of SRX other than the Bonterra loan, being extinguished or settled; (iii) the share capital of SRX being reorganized to provide for the redemption of all of its outstanding common shares for no consideration; (iv) all of SRX's cash, including the funds advanced by Bonterra Corp, being paid and distributed to SRX creditors in accordance with their rank within the CCAA Plan; (v) the province of the registered office of SRX being changed to Alberta; and (vi) the corporate name of SRX being changed to Bonterra Oil & Gas Ltd.

As a result of the Bonterra Arrangement, Bonterra Trust became a wholly-owned subsidiary of New Bonterra. An aggregate of 17,257,603 New Bonterra Shares were issued to holders of Trust Units.

Each of the former officers and directors of SRX have resigned and were replaced by nominees of Bonterra Corp. It is anticipated that the Trust Units will be delisted from trading on the TSX within three to four business days. In addition, it is anticipated that the New Bonterra Shares will commence trading on the TSX under the symbol "BNE" within three to four business days.

Upon completion of both the Silverwing Arrangement and the Bonterra Arrangement, Silverwing and Bonterra Corp. were amalgamated under the name "Bonterra Energy Corp."

A detailed description of both the Silverwing Arrangement and the Bonterra Arrangement is contained in the joint management information circular of Bonterra Trust and Silverwing, a copy of which is available on SEDAR at www.sedar.com.

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", "may", "will", "should", "believe", and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by New Bonterra, including expectations and assumptions concerning the timing of receipt of regulatory approvals. Although New Bonterra 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 New Bonterra 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. This press release contains forward-looking statements and information concerning the anticipated timing for delisting and commencement of trading of securities on the TSX. New Bonterra has provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory approvals. These dates may change for a number of reasons, including, but not limited to, inability to secure necessary regulatory approvals in the time assumed. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors 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 New Bonterra 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: 00017467E

Contact Information

  • Bonterra Oil & Gas Ltd.
    George F. Fink
    President, and CEO
    (403) 262-5307
    Fax: (403) 265-7488
    or
    Bonterra Oil & Gas Ltd.
    Garth E. Schultz
    Vice President - Finance, and CFO
    (403) 262-5307
    Fax: (403) 265-7488
    info@bonterraenergy.com
    www.bonterraenergy.com