Second Wave Petroleum Inc.

Second Wave Petroleum Inc.

May 06, 2008 08:30 ET

Second Wave Petroleum Is Successful in Bid for Milagro Energy and Extends Offer

CALGARY, ALBERTA--(Marketwire - May 6, 2008) - Second Wave Petroleum Ltd. ("Second Wave" or the "Company") (TSX VENTURE:SCS.A)(TSX VENTURE::SCS.B) is pleased to announce that all conditions of the offer (the "Offer") dated March 28, 2008 of Second Wave and its wholly-owned subsidiary Second Wave Holdings Ltd. ("Holdings") to acquire all of the issued and outstanding common shares (the "Milagro Shares") of Milagro Energy Inc. ("Milagro") have been satisfied. An aggregate of 115,351,518 Milagro Shares, which represents approximately 68.81% of the issued and outstanding Milagro Shares on a fully-diluted basis, were tendered by the Offer deadline.

Second Wave and Holdings will proceed with the Offer and take-up and pay for the Milagro Shares deposited pursuant to the Offer on the basis of one unit of Second Wave (a "Unit") for every Milagro Share on Thursday, May 8, 2008. Each Unit is comprised of 0.0298 of a Class A Share of Second Wave and 0.0298 of a share purchase warrant to acquire one Class A Share of Second Wave.

Second Wave also announces that the Offer has been extended until 4:30 p.m. (Calgary time) on May 23, 2008. Milagro shareholders are encouraged to tender their Milagro Shares to the extended Offer, as the Milagro Shares will be delisted from trading on the TSX after May 31, 2008. If less than an aggregate of 90% of the Milagro Shares have been deposited to the Offer prior to the extended expiry time, Second Wave may further extend the Offer or implement other procedures to complete its acquisition of all of the Milagro Shares.

About Second Wave Petroleum

Second Wave Petroleum is a publicly traded, newly recapitalized junior oil and gas company focused on exploration and development of oil and natural gas in Alberta and south eastern Saskatchewan. Second Wave remains focused on organic growth through the drill bit on its existing acreage while continuing a process of adding accretive acquisitions in 2008.


This news release may contain certain forward-looking statements, including management's assessment of future plans and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, 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, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances 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, including the amount of proceeds, that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company 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.

The term BOE or BOEs may be misleading, particularly if used in isolation. A BOE (barrel of oil equivalent) conversion rate of 6 Mcf per one (1) BOE is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

255,180,838 Class A Shares

935,616 Class B Shares

The TSXV has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

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