/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Aug. 3 /CNW/ - Silverwing Energy Inc. ("Silverwing" or the
"Corporation") (TSX:SVW) is pleased to announce that it has closed its
previously announced equity financing. The Corporation received gross proceeds
of Cdn.$30 million by way of issuing 142,303,000 units and 6,414,166
flow-through common shares. Cdn.$20 million of the financing was raised by
Jacob & Company Securities Inc. ("Jacob & Co.") through the sale of Units and,
having fully exercised its over-allotment option, Cdn.$10 million was raised
by Fraser Mackenzie Limited ("Fraser") and Jacob & Co. through the sale of
Units and flow-through common shares (collectively, the "Equity Offerings").
Each flow-through common share (a "FT Share") was sold at a price of
$0.24 per FT Share and each unit (a "Unit") was sold at a price of Cdn $0.20
per Unit. Each Unit consisted of one Silverwing common share (a "Common
Share") and one purchase warrant (a "Warrant"). Each Warrant is exercisable
into one Common Share at a price of $0.25 per Common Share for a period of 36
months following closing.
The Corporation intends to use the proceeds of the Equity Offerings, net
of the fees and expenses of the Equity Offerings, to pursue its development
and exploration program in the Tomahawk area of Alberta, retire the
Cdn.$13 million loan facility with Quest Capital Inc. and reduce its working
At closing, 1,841,667 Common Shares were issued to Quest Capital Corp.
pursuant to a loan agreement as further described in Silverwing's July 3, 2007
As a consequence of the financing, the Corporation will no longer be in
default under its principal debt facility and expects to fully meet the
continued listing requirements of the TSX.
Pursuant to the private placement rules in the TSX Company Manual, the
issuance of greater than 25% of the issued and outstanding shares of an issuer
at a discount to market, as contemplated pursuant to the Equity Offering, and
a potential material affect on the control of an issuer generally requires
shareholder approval prior to completion. Silverwing had previously obtained
an exemption from the TSX from the requirement to seek shareholder approval
pursuant to Section 604(e) of the TSX Company Manual on the basis of financial
hardship. The financing and application to the TSX for an exemption from the
requirement to seek shareholder approval on a determination of financial
hardship was based on a recommendation by a special committee of the board of
Jacob & Co. also has the right to nominate two (2) additional directors
to the board of Silverwing at their next annual general meeting.
The Tomahawk area of central Alberta is known for its under-explored
multi-zone oil and gas potential along with highly prospective formations
including a Nisku interior patch reef oil trend, a zone which is of primary
interest to Silverwing.
To date, Silverwing has identified over 45 strong multi-zone prospects in
the area. The first 7 gross (7.0 net before obtaining a 50% partner) wells of
this program have already been drilled and cased as potential multi-zone oil
and gas wells pending completion in 2007, and 20 others are in various stages
of well licensing. The Tomahawk area provides Silverwing with a high impact
exploration program and the ultimate potential to achieve a balanced oil and
gas production portfolio and a stable revenue stream. Silverwing expects to
commence drilling and completions operations in the Tomahawk area during the
month of August in order to fulfill the project commitments to the farmors for
Silverwing Energy Inc. is a junior oil and gas exploration production
company based in Calgary. The Company commenced drilling and production
operations in 2003 and has subsequently established two core operating
regions: the northeastern British Columbia Prespatou fairway and the Tomahawk
area of central Alberta.
Certain statements contained in this document are "forward-looking
statements". The projections, estimates and beliefs contained in such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results or events to differ materially
from those anticipated in any forward-looking statements. Silverwing believes
the expectations reflected in those forward-looking statements are reasonable;
however Silverwing cannot provide any assurance that these expectations will
prove to be correct.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this news release.
For further information:
For further information: Silverwing Energy Inc.: Oleh Wowkodaw,
President and Chief Executive Officer, (403) 538-5597, (403) 263-5549 (FAX),
Email: email@example.com or Silverwing Energy Inc.: Terry O'Connor,
Senior Vice President, Business Development, (403) 538-5593, (403) 263-5549
(FAX), Email: firstname.lastname@example.org or Silverwing Energy Inc.: Martin
Rude, Vice President, Finance and Chief Financial Officer, (403) 538-5591,
(403) 263-5549 (FAX), Email: email@example.com