CALGARY, Aug. 30 /CNW/ - DualEx Energy International Inc. (TSX-V: DXE)
("DualEx") and Winslow Resources Inc. (TSX-V: WLR) ("Winslow") today jointly
announced that the shareholders and warrantholders of Winslow overwhelmingly
voted in favour of the plan of arrangement (the "Arrangement") between DualEx
and Winslow. Further, Winslow received final court approval of the Arrangement
and, as a result, the previously announced Arrangement, consisting of the
acquisition of Winslow by DualEx has been completed.
In connection with the Arrangement, upon delivering letters of
transmittal to Olympia Trust Company ("Olympia"), Winslow shareholders will
receive 0.44 units of DualEx for each Winslow common share held. Each unit is
comprised of 1.0 common share of DualEx and one-half of one share purchase
warrant of DualEx, with 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
shorten the exercise term of the warrants to 30 days if DualEx's common shares
trade at $0.40 or higher for twenty consecutive trading days.
As a result of the Arrangement, an aggregate of approximately 20,734,384
DualEx shares and 10,367,192 DualEx warrants will be issued for the
47,123,599 Winslow shares issued and outstanding at the effective date of the
Arrangement, leaving DualEx with 64,772,966 shares issued and outstanding.
Outstanding Winslow warrants 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 after taking into consideration the above
Pursuant to the Arrangement, Winslow has become a wholly-owned subsidiary
of DualEx. As a result, following the approval of the Arrangement by the
shareholders and warrantholders of Winslow on August 30, 2007, trading in the
shares of Winslow on the TSX Venture Exchange was halted and will not resume.
The business combination provides DualEx with additional capital for its
expanding international exploration and development program, domestic
development drilling opportunities, and cashflow to partially offset its
Canadian G&A expenses.
Additionally, DualEx is pleased to welcome Mr. John Nelson to its board
of directors. Mr. Nelson is a professional geologist with over 20 years
experience in both domestic and international oil and gas exploration,
initially serving as an exploration geologist and project manager with Mobil
Oil Corp. in Dallas, TX, and was most recently President and Director of
For further information on the Arrangement, see the Information Circular
and Proxy Statement of Winslow dated August 2, 2007 and filed on SEDAR on
August 3, 2007 (the "Circular").
The Arrangement may have tax consequences for Winslow shareholders and
warrantholders. Winslow shareholders and warrantholders are urged to review
the entire section of the Circular entitled "Certain Canadian Federal Income
Tax Considerations", and in particular, the entire section entitled "Residents
of Canada". In regard thereto, shareholders wishing to obtain a tax election
package may do so by so indicating on page 3 of the letter of transmittal and
delivering the same to Olympia. A letter of transmittal may be obtained from
the Winslow link on the SEDAR website at www.sedar.com under the heading
"Other" filed on August 3, 2007.
DualEx Energy International Inc. is an oil and gas exploration company,
based in Calgary, Alberta with operations in the greater Mediterranean area.
Further information on DualEx may be obtained by accessing DualEx's website at
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