Winstar Resources Limited
TSX : WIX

August 23, 2007 08:01 ET

Winstar Resources Limited to Raise $20 Million Through Bought Deal Offering

CALGARY, ALBERTA--(Marketwire - Aug. 23, 2007) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Winstar Resources Limited (TSX:WIX) today announced that it has entered into an agreement with a syndicate of underwriters led by Research Capital Corporation and including Jennings Capital Inc. and FirstEnergy Capital Corp., whereby the underwriters will purchase, on a bought deal basis, 4,348,000 common shares ("Common Shares") from the Company at a price of $4.60 per Common Share for aggregate gross proceeds of approximately $20,000,000 (the "Offering"). The Common Shares will be offered in each of the provinces of Canada, other than Quebec, by way of short-form prospectus.

The Underwriters shall also have the option (the "Over-Allotment Option") to purchase, for a period of 30 days following the closing of the Offering, from the Company up to an additional 15% in Common Shares of the Company on the same terms as the Offering to cover over-allotments and for market stabilization purposes.

The Offering is scheduled to close on or about September 12, 2007 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

In consideration for their services, the Underwriters will receive a cash commission of not more than 6.0% of the gross proceeds of the Offering, including any shares that are sold pursuant to the exercise of all of, or part of, the Over-Allotment Option.

The proceeds from the Offering will be used primarily to accelerate the Company's international drilling program in Tunisia and related costs, as well as for general corporate purposes.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Winstar Resources Limited

Winstar Resources Ltd. is Calgary-based junior oil and gas company, which explores for, develops, produces, and sells crude oil, natural gas liquids and natural gas in Alberta, Tunisia and Hungary. Winstar's common shares trade on the Toronto Stock Exchange under the symbol WIX.

Forward-Looking Statements

This press release contains forward-looking statements. These statements relate to future events or future performance of Winstar. When used in this press release, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "predict", "seek", "propose", "expect", "potential", "continue", and similar expressions, are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company's current views with respect to certain events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance, or achievements to materially differ from those described in this press release. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. Specific forward-looking statements in this press release include, among others, statements pertaining to the following:
factors upon which Winstar will decide whether or not to undertake a specific course of action; and estimated volumes and timing of future production; business plans for drilling, exploration and development; and other expectations, beliefs, plans, goal, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. The risks to which Winstar is subject include those of the oil and gas industry in general including operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits; volatility in global market prices for oil and natural gas; general economic conditions; competition; liabilities and risks, including environmental liability and risks, inherent in oil and gas operations; uncertainties as to the availability and cost of financing and changes in capital markets; alternatives to and changing demand for petroleum products; and changes in legislation and the regulatory environment, including uncertainties with respect to the Kyoto Protocol. Furthermore, statements relating to "reserves" or "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the resources and reserves described can be produced profitably in the future. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. These statements speak only as of the date of this press release. The Company does not intend and does not assume any obligation, to update these forward-looking statements to reflect new information, subsequent events or otherwise, expect as required by law.

Contact Information

  • Winstar Resources Limited
    Mr. David Monachello
    President
    (403) 513-4200
    Email: dmonachello@winstar.ca
    or
    Winstar Resources Limited
    Mr. Charles de Mestral
    Chief Executive Officer
    Toll-free (Canada and USA): 1-800-875-1217
    Email: cdemestral@winstar-resources.ch
    or
    (Note: Mr. de Mestral is based in Europe,
    in a time zone eight hours ahead of Calgary time)