/NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES/
CALGARY, June 29 /CNW/ - DualEx Energy International Inc.
(TSX VENTURE:DXE) ("DualEx") and Winslow Resources Inc. (TSX VENTURE:WLR)
("Winslow") are pleased to jointly announce that they have executed a letter
agreement to effect a business combination whereby DualEx will acquire all of
the outstanding common shares of Winslow in exchange for units of DualEx.
Pursuant to the business combination, Winslow shareholders will receive 0.44
units of DualEx for each Winslow common share held, with each full unit being
comprised of 1.0 common share of DualEx and one-half of one share purchase
warrant of DualEx, each whole share purchase warrant being exercisable for one
common share of DualEx at a price of $0.30 per share for a period of 18 months
from the date of issue, provided that, after 12 months DualEx can force the
exercise of the warrants if DualEx's common shares trade at $0.40 or higher
for twenty consecutive trading days.
This arm's length transaction is conditional upon the execution of a
definitive agreement, completion of satisfactory due diligence, receipt of
shareholder, court (if applicable) and regulatory approval, and receipt of
third party consents and other conditions customary in a transaction of this
nature. In addition, the transaction is subject to the completion by Winslow
of the sale of certain of its oil and gas assets located in the Leader area of
western Saskatchewan (the "Leader Transaction"). Please refer to Winslow's
May 29, 2007 news release for information regarding the Leader Transaction.
Pursuant to the letter agreement, the directors and officers of Winslow have
agreed to support the proposed transaction, subject to certain conditions
customary in a transaction of this nature.
As of June 29, 2007, there were 47,123,599 Winslow common shares
outstanding. Each outstanding Winslow warrant will be exercisable into DualEx
common shares and warrants in lieu of one common share of Winslow on the same
terms and conditions as the original warrant, option or other right after
taking into consideration the above exchange ratio. Options of Winslow shall
be exercisable until the closing of the transaction.
John Nelson, Winslow's President, commented; "after a thorough review of
DualEx's portfolio, we believe this transaction provides our shareholders with
significant upside through the exploration and development of DualEx's
The proposed transaction would allow Winslow shareholders to participate
in DualEx's international exploration and development portfolio, currently
consisting of the following projects:
Pannonian Basin, Hungary
DualEx has a 37.5% working interest in the 614,000 acre Nyirseg North and
South Exploration Permits, which include the once-productive Penészlek field.
As part of the early stage re-development program at Penészlek, in addition to
tying-in the Company's PEN-104 discovery well, DualEx and its partners have
commenced the necessary permitting and approval work regarding the re-entry of
two existing gas discoveries, PEN-9 and PEN-12, with the goal of establishing
production therefrom. Collectively, these three wells tested over 7.5 million
cubic feet per day of natural gas. Work is underway to establish integrity of
the existing gathering system and once complete will pave the way for the
commencement of production. DualEx is targeting this winter season (2007/08)
for first production in Hungary.
In addition to the development efforts at Penészlek, DualEx and its
partners are formulating the go-forward exploration plans for the Permits,
which are significantly underexplored, having less than 40 wells drilled to
date on the entire 614,000 acre block.
Block XVII, Syrian Arab Republic
Field operations are well advanced on DualEx's exploration program on
Block XVII, with the 1100-plus kilometer 2D seismic survey scheduled to be
completed in August 2007. DualEx and its partners expect to have processing
and interpretation completed towards the end of the year with a view to
selecting one or more drill targets early in the new year with a possible Q2
'08 timeframe for drilling. DualEx has a 31.67% working interest in this 1.25
million acre Block.
The southern Palmyrides area, in which Block XVII resides, has become
very active in the past year with a number of large scale facilities projects
under way. Three major gas plants with hydrocarbon liquids recovery systems
are either under tender or have had EPC agreements concluded that will result
in take away capacity on the order of 500 million cubic feet per day with
on-stream dates starting in 2010. These facilities are being constructed to
process some of the 2.5 - 4 TCF of undeveloped gas discovered to-date in the
south Palmyra area immediately north of Block XVII.
Lusitanian Basin, Portugal
DualEx has a 10% working interest in the Torres Vedras and Aljubarrota
Concessions (totalling 450,000 acres) in the Lusitanian Basin, onshore western
Portugal. The currently proposed exploration program comprises the deepening
of two existing wellbores, the recording of two 100-square-kilometer 3D
seismic surveys, and the drilling of one deep well to test a subsalt Triassic
sand prospect. This program will be commenced once suitable equipment can be
Targeted zones for the two re-entries are Jurassic carbonates of the
Montejunto formation. The first of the two deepenings, Lapaducos-2, will be
deepened from the current total depth of 808 metres to a depth of 1500 metres
while the second well, Aljubarrota-4, will be deepened from 2110 metres to
approximately 2700 metres.
The location for the subsalt Triassic test will be determined once the 3D
survey over that portion of the block has been recorded, processed and
interpreted. The second 3D survey will be recorded to follow up on a well
drilled by DualEx's predecessor on a reef prospect utilizing older 2D seismic.
That well missed the reef although indications from the well data suggest
proximity to a reef buildup.
The proposed transaction would provide DualEx with additional capital for
its expanding exploration and development program, along with cashflow to
offset its Canadian G&A expenses. Not including the Leader property, as of
December 31, 2006, Winslow had proved plus probable reserves of 384 million
cubic feet of natural gas and 8 thousand barrels of oil.
DualEx Energy International Inc. is an oil and gas exploration company,
based in Calgary, Alberta with operations in the greater Mediterranean area.
Winslow Resources Inc. is an oil and gas company based in Calgary,
Alberta with properties located in Alberta and Saskatchewan.
Winslow has engaged Acumen Capital Finance Partners Limited as its
This communication does not constitute an offer to purchase or exchange
or the solicitation of an offer to sell or exchange any securities of Winslow
or an offer to sell or exchange or the solicitation of an offer to buy or
exchange any securities of DualEx, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States) in which such
offer, solicitation or sale or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.
This release may contain forward-looking statements. These statements are
based on management's current expectations and beliefs and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Forward-looking statements are not guarantees of future performance. Any
forward-looking statements are made as of the date hereof and DualEx and
Winslow do not undertake any obligation, except as required under applicable
law, to publicly update or revise such statements to reflect new information,
subsequent or otherwise.
This press release is reproduced on DualEx's website at www.dualexen.com
and on Winslow's website at www.winslowresources.com.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information:
For further information: about DualEx Energy International Inc., please
contact Garry Hides (President & CEO) at (403) 265-8011 ext. 223; For other
information about Winslow Resources Inc., please contact John Nelson
(President) at (403) 264-6166