Opal Energy Corp.

Opal Energy Corp.

July 09, 2008 08:30 ET

Opal Energy Announces Convertible Senior Secured Notes Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 9, 2008) -


Opal Energy Corp (the "Company") (TSX VENTURE:OPA) announced today that, subject to market conditions, it plans to offer up to U.S. $35.0 million of Convertible Senior Secured Notes due 2013. The Notes will be secured by all of the assets of the Company and its subsidiaries, and all of the Company's subsidiaries will fully and unconditionally guarantee the Notes. The Company also plans to grant the initial purchaser of the Notes a 30-day option to purchase up to an additional U.S. $5.25 million principal amount of the Notes.

The Company intends to use the net proceeds of the proposed offering to fund natural gas and oil exploration and production efforts in the onshore Gulf Coast region of Texas, with a balanced focus on lower risk Miocene, Frio and Yegua trend prospects in Victoria County, as well as higher risk Wilcox trend prospects throughout the region.

The Notes and common shares issuable upon conversion of the Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and applicable state laws. The Company plans to offer the Notes to qualified institutional buyers pursuant to Rule 144A under the Act.

The Company's common shares are publicly traded in Canada on the TSX Venture Exchange under the symbol "OPA." The Notes will be convertible into common shares at a fixed conversion price. Under the terms of the offering, the common shares issuable upon the conversion of the Notes are to be freely-tradable on the TSX Venture Exchange immediately following the closing of the initial sale of the Notes.

Completion of the offering of the Notes is subject to the prior approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Opal Energy Corp

Opal Energy Corp is an independent exploration and production company, focused on developing onshore natural gas resources in South Texas. Key components of its strategy include the use of proprietary 3-D seismic surveys, concentration on underexplored regions and reliance on a team of highly experienced E&P professionals, based primarily at the company's U.S. headquarters in Katy, Texas. Listed on the TSX-V Exchange (TSX VENTURE:OPA), the company also maintains a corporate office in Vancouver, B.C., Canada and a satellite office in Victoria, Texas.

On behalf of the Board of Directors
Opal Energy Corp
Ronald E Oligney Barry Williamson
Chairman of the Board President, CEO and Director

July 9, 2008

This release includes certain statements that may be deemed forward-looking statements. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, production activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, actual results of drilling operations on the initial prospects, continued availability of capital and financing, including securing financing to drill prospects, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required under the securities laws, Opal does not assume a duty to update these forward-looking statements. For more information on the Company, Investors should review the Company's filings that are available at www.sedar.com.

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

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