Winstar Announces Sale of Canadian Assets



    CALGARY, Aug. 11 /CNW/ - Winstar Resources Ltd. ("Winstar" or "the
Company") (TSX: WIX) announces the execution of a Purchase and Sale Agreement
with a private Canadian company to sell substantially all of Winstar's
Canadian assets, including the transfer of $15.4 million of tax pools, for
cash consideration of $9.5 million ($0.28 per basic and fully diluted share)
prior to final adjustments. The non-brokered sale is effective September 1,
2009, and is scheduled to close on or about September 2, 2009, subject to
closing conditions that are typical of transactions of this nature. The Board
of Directors of both Winstar and the private Canadian company have approved
the transaction.
    The purchase price equates to $17.09 per barrel of oil equivalent (boe)
of proved reserves and $10.46 per boe of proved plus probable reserves (35%
oil and 65% natural gas), based upon the December 31, 2008, McDaniel &
Associates Consultants Ltd. engineering evaluation. Based on June 2009
production (60% natural gas and 40% oil) of 273 boepd from these Canadian
assets, the price equates to $34,800 per flowing boepd.
    Further to the close of this transaction, Winstar (with the exception of
retaining varying ownership in six gross sections of land with three wells
capable of production in the Sturgeon Lake area of north central Alberta) will
be exclusively an international production and exploration company. Winstar
will focus its capital resources for the remainder of 2009 and 2010 in
Tunisia, Romania and Hungary on high impact prospects.
    As at June 30, 2009, Winstar reclassified the Canadian assets as held for
sale and accordingly will be reported as discontinued operations in the second
quarter's consolidated interim financial statements. As a result of this
reclassification, Winstar will record an impairment provision of approximately
$2.2 million, primarily related to the carrying value of the undeveloped land
held in Canada. Following the close of the transaction, the Company expects to
have a positive working capital of at least $7.0 million.

    BOE

    References herein to boe mean barrels of oil equivalent derived by
converting gas to oil in the ratio of 6,000 cubic feet (mcf) of gas to one
barrel (bbl) of oil. Boe may be misleading, particularly if used in isolation.
A boe conversion ratio of 6 mcf: 1 bbl is based upon an energy conversion
method primarily applicable at the burner tip and does not represent a value
equivalency at the wellhead.

    Forward-looking Statements

    This press release contains certain forward-looking statements. These
statements relate to future events or future performance of the Company. 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 a number of risks,
uncertainties and assumptions. Many factors could cause Winstar'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 other public disclosures made by the Company or 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,
goals, objectives, assumptions, information and statements about possible
future events, conditions, results of operations or performance. The risks to
which the Company 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, except as required by law.

    About Winstar

    Winstar Resources Ltd. is a Calgary-based junior oil and gas Company,
which further to this sale will explore for, develop, produce and sell crude
oil, natural gas liquids and natural gas in Tunisia, Hungary and Romania.
Winstar's common shares trade on the Toronto Stock Exchange under the symbol
WIX.





For further information:

For further information: Winstar Resources Ltd., Mr. David Monachello,
President, (403) 513-4200, Email: dmonachello@winstar.ca; Winstar Resources
Ltd., Mr. Charles de Mestral, Chief Executive Officer, Toll-free (Canada and
USA): 1-800-875-1217, or +41 22 949 10 40, (Note: Mr. de Mestral is based in
Europe, in a time zone eight hours ahead of Calgary time), Email:
cdemestral@winstar-resources.ch

Organization Profile

Winstar Resources Ltd.

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