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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 Petroleum Acquires Milagro Energy and Completes Financings

09/05/2008 1:30pm

Marketwired Canada


Second Wave Petroleum Ltd. ("Second Wave" or the "Company") (TSX VENTURE:SCS.A)
(TSX VENTURE:SCS.B) is pleased to announce that it has acquired 68.81% of the
issued and outstanding common shares (the "Milagro Shares") of Milagro Energy
Inc. ("Milagro") through its wholly-owned subsidiary Second Wave Holdings Ltd.
An aggregate of 115,351,518 Milagro Shares, which represents approximately
68.81% of the issued and outstanding Milagro Shares on a fully-diluted basis,
were tendered by the Offer deadline and taken-up and paid for through the
issuance of 3,437,483 Class A Shares of Second Wave and 3,437,483 share purchase
warrants to acquire Class A Shares of Second Wave (the "Offer Warrants"). The
Offer Warrants have a term of one year and may be exercised at a price of $0.40
for each Class A Share. As previously announced, Second Wave advises that the
Offer has been extended until 4:30 p.m. (Calgary time) on May 23, 2008.


Second Wave also announces that the Company has completed the three previously
announced financings to provide up to $29.5 million of funds to the Company in
order to finance the Milagro transaction and Second Wave's ongoing capital
program for 2008. The Company announces that it has closed a private placement
of $10 million with Brookfield Bridge Lending Fund Inc. ("Brookfield") through
the issuance of 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. The
Company also announces that it has closed a secured revolving facility agreement
with Brookfield to provide $7.5 million dollars to the Company. The Company
further announces that it has completed a debt financing with its senior lender
to increase its borrowing base from $6 million to $18 million on its existing
credit facility with the lender.


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.


298,979,036 Class A Shares

935,616 Class B Shares

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