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SCS.B Second Wave Petroleum Ltd

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Share Name Share Symbol Market Type
Second Wave Petroleum Ltd TSXV:SCS.B TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Second Wave Announces Filing of December 31, 2007 Financial Statements, MD&A, Reserves Evaluation and Annual Information Form

30/04/2008 2:01pm

Marketwired Canada


Second Wave Petroleum Ltd. (TSX VENTURE:SCS.A) (TSX VENTURE:SCS.B) ("Second
Wave" or the "Company") announces its financial and operating results for the
year ended December 31, 2007. The audited financial statements and Management's
Discussion and Analysis were filed yesterday on SEDAR at www.sedar.com and are
available for viewing on the Company's website at www.secondwavepetroleum.com.


Second Wave also announces its reserves for the fiscal year ended December 31,
2007. In accordance with National Instrument 51-101-Standards for Disclosure of
Oil and Gas Activities ("NI 51-101"), GLJ Petroleum Consultants have
independently prepared the Second Wave GLJ Report (the "GLJ Report") which
evaluated all of the Company's oil, natural gas and liquids reserves as at
December 31, 2007. The summary of the GLJ Report is available for public viewing
on SEDAR and on the Company's website.


The Company further announces that it has prepared an Annual Information Form
("AIF") for the year ended December 31, 2007 and that a copy of the AIF has been
filed on SEDAR and is available for viewing on the Company's website.


Milagro Offer

On February 25, 2008, Second Wave and Milagro Energy Inc. ("Milagro") entered
into a formal agreement whereby Second Wave made a formal bid for all of the
issued and outstanding shares of Milagro. The offer is open for acceptance until
4:30 p.m. (Calgary time) on May 5, 2008 and is subject to a minimum of not less
than 66 2/3% of the common shares of Milagro then outstanding, on a fully
diluted basis, being validly tendered and not withdrawn from the offer. If the
minimum number of shares are tendered, closing of the offer will occur on May 8,
2008.


Amended Financings

As previously announced and in order to finance the Milagro transaction, the
Company is proceeding with various financings to provide up to $29.5 million of
funds to the Company. The Company announces that the equity portion of the
financings for a private placement of up to $10 million has been amended
effective as of April 23, 2008 whereby Brookfield Bridge Lending Fund Inc.
("Brookfield") has agreed to subscribe for 40 million Units of the Company at a
price of $0.25 per Unit. Each Unit is comprised of one Class A Share and 0.6 of
a Class A Share Purchase Warrant with each Warrant entitling the holder to
purchase one Class A Share of the Company at a price of $0.3125 for two years
from the closing date. On April 23, 2008, the Company entered into a $7.5
million secured revolving facility agreement with Brookfield which bears
interest at bank prime plus 2% and has a term of two years. This facility
replaces the previously announced convertible debenture facility which was to
have been provided by Brookfield. On April 25, 2008, the Company entered into an
indicative term sheet with its senior lender to increase its borrowing base from
$6 million to $12 million on its existing credit facility. Upon closing of the
Milagro transaction, this line will increase to $18 million. The use of proceeds
from the private placement, secured revolving facility and increased debt
facility is contingent upon the closing of the acquisition of Milagro and will
be directed to pay down the outstanding debt of Milagro at closing and provide
additional working capital to the Company.


About Second Wave Petroleum

Second Wave Petroleum is a publicly traded, newly recapitalized junior oil and
gas company focused on exploration and development of oil and natural gas in
Alberta and south eastern Saskatchewan. Second Wave remains focused on organic
growth through the drill bit on its existing acreage while continuing a process
of adding accretive acquisitions in 2008.


READER ADVISORY

This news release may contain certain forward-looking statements, including
management's assessment of future plans and operations, and capital expenditures
and the timing thereof, that involve substantial known and unknown risks and
uncertainties, certain of which are beyond the Company's control. Such risks and
uncertainties include, without limitation, risks associated with oil and gas
exploration, development, exploitation, production, marketing and
transportation, loss of markets, volatility of commodity prices, currency
fluctuations, imprecision of reserve estimates, environmental risks, competition
from other producers, inability to retain drilling rigs and other services,
delays resulting from or inability to obtain required regulatory approvals and
ability to access sufficient capital from internal and external sources, the
impact of general economic conditions in Canada, the United States and overseas,
industry conditions, changes in laws and regulations (including the adoption of
new environmental laws and regulations) and changes in how they are interpreted
and enforced, increased competition, the lack of availability of qualified
personnel or management, fluctuations in foreign exchange or interest rates,
stock market volatility and market valuations of companies with respect to
announced transactions and the final valuations thereof, and obtaining required
approvals of regulatory authorities. The Company's actual results, performance
or achievements could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what benefits, including the amount
of proceeds, that the Company will derive therefrom. Readers are cautioned that
the foregoing list of factors is not exhaustive. All subsequent forward-looking
statements, whether written or oral, attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by these
cautionary statements. Furthermore, the forward-looking statements contained in
this news release are made as at the date of this news release and the Company
does not undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by applicable securities
laws.


The term BOE or BOEs may be misleading, particularly if used in isolation. A BOE
(barrel of oil equivalent) conversion rate of 6 Mcf per one (1) BOE is based on
an energy equivalency conversion method primarily applicable at the burner tip
and does not represent a value equivalency at the wellhead.


255,180,838 Class A Shares

935,616 Class B Shares

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