WaveForm Energy Ltd.

WaveForm Energy Ltd.

December 13, 2006 13:38 ET

WaveForm Energy Announces Financing and Debt Structuring

CALGARY, ALBERTA--(CCNMatthews - Dec. 13, 2006) - WaveForm Energy Ltd. (TSX VENTURE:WE.A) (TSX VENTURE:WE.B) ("WaveForm" or the "Company") is pleased to announce that it has entered into an agreement with Blackmont Capital Inc. (the "Agent") to act as agent for a private placement offering (the "Offering") of up to 32,000,000 units (the "Units") of the Company at a price of $0.15 per Unit for aggregate gross proceeds of up to $4,800,000. Each Unit will be comprised of one Class A Share ("Class A Share") of the Company and one Class A Share Purchase Warrant (the "Warrant"). Each Warrant is exercisable into one Class A Share at $0.15 per share until March 31, 2007, thereafter at $0.20 per share until June 30, 2007, thereafter at $0.30 per share until December 31, 2007, and thereafter at $0.40 per share until expiry on December 31, 2008. The Agent will be paid a cash commission of 3.5% of the gross proceeds of the Offering and broker warrants equal to 5% of the Units raised on the Offering, on the same terms as the Offering.

Closing of the Offering is subject to regulatory and stock exchange approval and is expected to occur on or about December 22, 2006. The Units issued pursuant to the Offering will be subject to a four-month hold period from the date of closing of the Offering. Assuming the Offering is fully subscribed $2.5 million of the proceeds will be applied to reduce WaveForm's $10 million senior secured bridge facility with Brookfield Bridge Lending Fund Inc. ("Brookfield"). The balance of the funds from the Offering will be utilized for exploration and development on the Company's properties primarily in the Rowley and Ferrier areas.

In conjunction with the Offering, Waveform also announces that it has entered an agreement with Brookfield, its lender, to amend and extend the senior secured bridge facility between Brookfield and WaveForm. On closing of the Offering, the loan will be reduced to $7.5 million and extended from December 31, 2006 to April 30, 2007. The Company also anticipates changes and additions to its Board of Directors and management team over the next sixty days, subject to regulatory approval.

About WaveForm Energy

WaveForm is a junior oil and gas company focused on the acquisition, exploration and development of oil and natural gas in western Canada.


Statements in this press release may contain forward-looking statements including expectations with respect to future events and the actions of third parties. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the underlying risks of the oil and gas industry (i.e. operational risks in development, exploration and production; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserves estimates; the uncertainty of estimates and projections relating to production, costs and expenses, adequate available financing and health, safety and environmental factors), commodity price and exchange rate fluctuation and uncertainties.

32,118,631 Class A Shares

935,616 Class B Shares

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

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