Winslow Resources Inc.
TSX VENTURE : WLR

Winslow Resources Inc.

October 26, 2006 11:47 ET

Winslow Announces Private Placement of Units and Flow-Through Shares

CALGARY, ALBERTA--(CCNMatthews - Oct. 26, 2006) -

Not for distribution to the United States newswire services or for dissemination in the United States.

Winslow Resources Inc. ("Winslow" or "the Company") (TSX VENTURE:WLR) is pleased to announce that it proposes to complete a brokered private placement of up to 8,882,360 common shares of the Company, to be issued on a flow-through basis ("Flow-Through Shares") at a subscription price of $0.17 per Flow-Through Share, for gross proceeds of up to $1,510,000. In addition, the Company intends to issue up to 3,500,000 units ("Units") of the Company at a subscription price of $0.14 per Unit, for gross proceeds of up to $490,000. Each Unit consists of one (1) common share ("Common Share") in the share capital of the Company and one-half of one (0.5) common share purchase warrant ("Warrant"). Every one (1) Warrant is exercisable into one (1) additional Common Share of the Company at an exercise price of $0.18 per share on or before twelve (12) months after the date of issuance. The closing of the offering is expected to occur on or about November 21, 2006.

The Company has retained Evergreen Capital Partners Inc. to act as the agent (the "Agent") for the offering. The Company has granted the Agent an over allotment option, exercisable at any time on or before thirty (30) days after the closing of the offering, to increase the size of the offering by 3,500,000 Units.

The flow-through proceeds raised in this offering will be used for Canadian exploration expenditures, as defined in the Income Tax Act (Canada), and will be renounced for the 2006 taxation year. The proposed issuance of Units and Flow-Through Shares are subject to the completion of formal documentation and receipt of regulatory approval, including the conditional approval of the TSX Venture Exchange.

It is anticipated that certain officers, directors and insiders of the Company will subscribe under the private placements. As a result of the insiders' participation, the private placement may be classified as a "related party transaction," as such term is defined in Ontario Securities Commission Rule 61-501 ("Rule 61-501"). The Company currently anticipates that it will be able to rely upon valuation exemptions contained in Rule 61-501 or an equivalent exemption under applicable securities law.

Winslow Resources Inc. is a junior oil and gas company engaged in the exploration for and production of natural gas and oil reserves, primarily in the provinces of Alberta and Saskatchewan. The Company is listed on the TSX Venture Exchange under the symbol "WLR".

The TSX Venture Exchange has neither approved nor disapproved the information contained herein.

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