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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 Completes $20 Million Recapitalization Plan and Announces New Members of Management Team

18/01/2008 12:30pm

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 completed its recently
announced private placement to new members of management. Together with the
recent exercise of all of the Share Purchase Warrants held by Brookfield Bridge
Lending Fund Inc. (the "Fund") and the conversion of the Fund's Senior Secured
Convertible Debenture, the Company has completed the final steps in its
recapitalization plan through which it has raised approximately $19.7 million
since the beginning of September, 2007. Funds raised have been used to transform
the Company through retirement of virtually all outstanding debt obligations,
acquire producing oil and gas assets in east central Alberta and to meet the
Company's previously outstanding flow-through expenditure obligations. The
Company is now well positioned with a clean balance sheet and a new senior
management team to ensure the successful execution of the Company's exciting
growth opportunities in Alberta, its prospective Bakken acreage in south-eastern
Saskatchewan and to take advantage of other distressed corporate opportunities
in the junior E&P landscape. Management is currently in the process of
evaluating its 2008 drilling opportunities and finalizing its capital budget for
2008, which the Company expects to announce in the next several weeks.


New Management Team

Robert F. Goods - Chief Executive Officer

Mr. Goods joined the Company in June, 2006 to assist the Board in the initial
stages of restructuring the Company. He has over thirty years of diversified
experience in Canadian and International petroleum companies during which he
held various senior roles with Husky Oil Ltd. for 13 years, where he served as
Chief Operating Officer, Exploration and Production for Western Canada in his
final two years. Subsequently, Mr. Goods was President and Chief Operating
Officer for three petroleum companies with operations in China, Myanmar, Peru
and Colombia.


Colin B. Witwer - President and Chief Operating Officer

Mr. Witwer is a Professional Engineer with over 10 years of varied oil and gas
experience in Western Canada and internationally. Mr. Witwer previously held
senior roles at Ketch Resources Trust, Bear Creek Energy Ltd. and Talisman
Energy Ltd. He also previously held the position of Vice President of Operations
for Bear Ridge Resources Ltd.


Randy L. Denecky - Vice President, Finance and Chief Financial Officer

Mr. Denecky is a Chartered Accountant with over 20 years of experience. The
majority of his oil and gas experience has been in senior roles with publicly
traded junior oil and gas companies. He previously held the position as Chief
Financial Officer of Canada Southern Petroleum Ltd.


Vincent A. Cuscheri - Vice President, Exploration

Mr. Cuscheri has over 30 years of technical and exploration management
experience in Western Canada, the Canadian frontier and the Mediterranean Sea.
He formerly held positions as Senior Geophysicist and Exploration Manager at
Murphy Oil Ltd., Husky Oil Ltd. and Canterra Energy Ltd.


Conversion of Secured Convertible Debenture

The Company also announces that the Fund has exercised its option to convert its
$9.0 million variable rate secured convertible debenture (the "Debenture") into
81,818,182 Class A Shares of the Company. Upon conversion of the Debenture, the
Fund will own, together with shares it currently holds, approximately 60% of the
issued and outstanding Class A Shares of the Company.


Completion of Private Placement

The Company also announces the closing of the previously announced non-brokered
private placement to new and existing members of management and certain
directors of the Company. In aggregate, the Company issued 6,004,889 Units, for
aggregate proceeds of $1,080,880. Each Unit is comprised of One Class A Share
issued on a flow-through basis and one Share Purchase Warrant entitling the
holder to acquire one Class A Share of the Company at $0.20 per share for a
period of up to two years. All securities issued pursuant to the private
placement are subject to a four month hold pursuant to applicable securities
regulations.


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.


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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