Winslow Resources Inc.
TSX VENTURE : WLR

Winslow Resources Inc.

August 30, 2007 19:49 ET

DualEx and Winslow Complete Arrangement

CALGARY, ALBERTA--(Marketwire - Aug. 30, 2007) - DualEx Energy International Inc. (TSX VENTURE:DXE) ("DualEx") and Winslow Resources Inc. (TSX VENTURE:WLR) ("Winslow") today jointly announced that the shareholders and warrantholders of Winslow overwhelmingly voted in favour of the plan of arrangement (the "Arrangement") between DualEx and Winslow. Further, Winslow received final court approval of the Arrangement and, as a result, the previously announced Arrangement, consisting of the acquisition of Winslow by DualEx has been completed.

In connection with the Arrangement, upon delivering letters of transmittal to Olympia Trust Company ("Olympia"), Winslow shareholders will receive 0.44 units of DualEx for each Winslow common share held. Each unit is comprised of 1.0 common share of DualEx and one-half of one share purchase warrant of DualEx, with each whole share purchase warrant being exercisable for one common share of DualEx at a price of $0.30 per share for a period of 18 months from the date of issue, provided that, after 12 months DualEx can shorten the exercise term of the warrants to 30 days if DualEx's common shares trade at $0.40 or higher for twenty consecutive trading days.

As a result of the Arrangement, an aggregate of approximately 20,734,384 DualEx shares and 10,367,192 DualEx warrants will be issued for the 47,123,599 Winslow shares issued and outstanding at the effective date of the Arrangement, leaving DualEx with 64,772,966 shares issued and outstanding. Outstanding Winslow warrants will be exercisable into DualEx common shares and warrants in lieu of one common share of Winslow on the same terms and conditions as the original warrant after taking into consideration the above exchange ratios.

Pursuant to the Arrangement, Winslow has become a wholly-owned subsidiary of DualEx. As a result, following the approval of the Arrangement by the shareholders and warrantholders of Winslow on August 30, 2007, trading in the shares of Winslow on the TSX Venture Exchange was halted and will not resume. The business combination provides DualEx with additional capital for its expanding international exploration and development program, domestic development drilling opportunities, and cashflow to partially offset its Canadian G&A expenses.

Additionally, DualEx is pleased to welcome Mr. John Nelson to its board of directors. Mr. Nelson is a professional geologist with over 20 years experience in both domestic and international oil and gas exploration, initially serving as an exploration geologist and project manager with Mobil Oil Corp. in Dallas, TX, and was most recently President and Director of Winslow.

For further information on the Arrangement, see the Information Circular and Proxy Statement of Winslow dated August 2, 2007 and filed on SEDAR on August 3, 2007 (the "Circular").

The Arrangement may have tax consequences for Winslow shareholders and warrantholders. Winslow shareholders and warrantholders are urged to review the entire section of the Circular entitled "Certain Canadian Federal Income Tax Considerations", and in particular, the entire section entitled "Residents of Canada". In regard thereto, shareholders wishing to obtain a tax election package may do so by so indicating on page 3 of the letter of transmittal and delivering the same to Olympia. A letter of transmittal may be obtained from the Winslow link on the SEDAR website at www.sedar.com under the heading "Other" filed on August 3, 2007.

DualEx Energy International Inc. is an oil and gas exploration company, based in Calgary, Alberta with operations in the greater Mediterranean area. Further information on DualEx may be obtained by accessing DualEx's website at www.dualexen.com.

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Winslow or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of DualEx, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

Forward-Looking Statements

This release may contain forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are made as of the date hereof and DualEx and Winslow do not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This press release is reproduced on DualEx's website at www.dualexen.com and on Winslow's website at www.winslowresources.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • DualEx Energy International Inc.
    Garry Hides
    President & CEO
    (403) 265-8011
    Website: www.dualexen.com